We help affluent families pursue the life they want and deserve
The Gorman Group understands that helping you manage your wealth is a privilege, and we take it very seriously.
Many years ago, when Keefe Gorman first began working with high-net-worth clients, he saw a need for a different kind of financial advisor, one who understood that affluent clients want help with their entire wealth outlook, not just investment guidance.
Today, our team offers a high level of financial service to a select handful of clients to whom we give significant time and focused attention
The Gorman Group
Our array of services
Advice and guidance
Retirement Planning Services
Access to Bank of America cash management services
Estate planning services
Strategies for businesses
A dedicated team
Each member of the team is highly trained and brings specific skills to our group, allowing us to provide personalized service to clients. We combine our experience and talents to offer you fresh ideas to help create tailored strategies for the way you live, work and earn.
Wealth management is life management
We help balance investment allocation with cash flow, estate planning services and other aspects of your financial life. Among Merrill Lynch's wealth management services and Bank of America banking services:
Bringing experience, skill and understanding to your changing financial world
At The Gorman Group, our service model can be summed up as "We know the client." We are committed to understanding what drives clients, and knowing the goals they set for themselves and their wealth. So we're ready with ideas, information and recommendations as your financial outlook changes. You can rely on our experience and skill to guide you when you send a child or grandchild off to college, when you're ready to retire, or when you're embarking on new endeavors.
We believe that clients appreciate our ability, responsiveness and attention to detail. Whatever the issue, we strive to handle it with respect, privacy and our full attention.
Strategic wealth management services for a select clientele
The Gorman Group is committed to building a reputation throughout upstate New York and across the country as a top wealth manager for a select group of families. We can help you customize portfolios designed to preserve wealth and evolve as you attain and pass life's milestones. Coupled with the worldwide resources of Merrill Lynch, our team is committed to offering a degree of service and guidance that, we believe, few can exceed.
"I believe that clients appreciate our professional, caring attention and understand that we are driven by their best interests. Integrity is key for everyone on the team."
M. Keefe Gorman, CFP®
Managing Director Wealth Management Advisor
"What type of clientele is your approach geared toward?"
We work with affluent family groups that have created wealth largely through business ownership, corporate work or inheritance. By and large, these clients are interested in retirement strategies to help them live comfortably and preserve and pass on their wealth.
Understanding your wealth outlook
To develop our thinking about your financial goals, we analyze the various aspects of your current situation, including net worth, income tax exposure, asset allocation, retirement income planning, risk tolerance, liquidity needs, time horizon and more. We want you to understand where your money is and where it's going, and to consider tactics to help keep more of it working for you.
A full-service approach
Our full-service approach offers customized, integrated wealth management strategies designed to simplify your entire financial life. We also conduct periodic financial reviews to help keep you on track toward your short- and long-term goals. Throughout everything we do, we keep our focus on you and what you want to achieve.
A focus on executives
This team can offer executives guidance tailored to the kinds of wealth management concerns they have. We can help you with reviews and strategies for deferred compensation, 10(b)5-1 trading plans and executive stock plans, among others.
Our Investment Approach
Portfolio advice and guidance designed especially for the affluent investor
At The Gorman Group, we look for ways to help you move toward personal and financial goals. We may recommend long-term, tax-deferred portfolios for retirement investments, shorter-term investments for college savings or gifts to grandchildren or charity, and more liquid holdings for routine financial transactions. Together with your other outside professional advisors, we can also recommend investment tactics to help you minimize the effects of taxes and inflation.
"How do you customize your investment approach to my tolerance for risk?" Your investing style helps drive the recommendations we make. Based on your risk appetite, we can suggest a range of asset allocations and strategies for specific goals. We believe that this type of customized asset allocation may help to reduce swings in the value of your investments, while giving your portfolio opportunity for growth.
A platform you can build on for tomorrow
Merrill Lynch's expansive investment platform gives us the flexibility to suggest allocations among equities, fixed instruments, real estate or, for appropriate clients, alternative investments. Our team makes extensive use of BofA Merrill Lynch Global Research for our investment recommendations. Our approach can respond quickly to market opportunities and events as needed.
In recommending a particular strategy, we are clear about your expectations and how you define desired outcomes. What's more, we consider what new sets of expectations and necessary actions are triggered at each new chapter of investment activity. We periodically review your portfolio to pinpoint what adjustments, if any, are needed to refocus on to your investment objectives.
*BofA Merrill Lynch Global Research is equity research produced by Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or one or more of its non-U.S. affiliates. BofA Merrill Lynch Global Research does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision.
*Alternative Investments are speculative and involve a high degree of risk. An investor could lose all or a substantial amount of his or her investment. There is no secondary market nor is one expected to develop and there may be restrictions on transferring fund investments. Alternative investments may be leveraged and performance may be volatile. Alternative investments have high fees and expenses that reduce returns and are generally subject to less regulation than the public markets. The information provided within this website does not constitute an offer to purchase any security or investment or any other advice.
Offering a focused approach to an affluent retirement
"We are focused on the three biggest issues investors are facing. Clients are telling us they do not want to lose money, so we need to manage for volatility. They want to generate steady income streams. And they want to minimize their tax burdens."
M. Keefe Gorman, CFP®
Managing Director Wealth Management Advisor
Virtually all of the clients we work with want a smarter, more focused strategy for retirement. At The Gorman Group, we look beyond the numbers to understand the kind of lifestyle you want to lead. We also know that as times change, people change—and the retirement you dreamed of at 50 may be far different than the one you pursue at 65. We believe that the "ideal" retirement is the one you most want. Our long-term strategies are designed to help you pursue your retirement goals.
What it takes: preparing for life in retirement
We work to help you crystallize your thinking about retirement, define the dream and understand how much it will cost. Our team will consider your projected timetable, as well as your current assets, income and spending to help you determine where you are relative to your goal. You'll be able to see if you need to invest more, spend less or adjust your timing.
What you need: helping you with financial strategies
Whether you're in your retirement or approaching it, The Gorman Group offers step-by-step strategies to help with income and liquidity needs. Based on your retirement outlook, we can also recommend funding strategies to address health care expenses, long-term care and life insurance, and Bank of America services to address credit and lending needs.
Meet the Team
Supported by the global resources of Merrill Lynch, our team is comprised of talented and experienced individuals committed to building strong client relationships based on trust and personalized service.
Keefe began his financial career with Merrill Lynch in 1987. He applies more than 30 years of experience and insight to help clients address a broad range of wealth management needs, from retirement income planning to designing and implementing investment strategies. The clients Keefe works with include business executives and entrepreneurs as well as college professors and administrators. He understands the value of financial education in mitigating the anxiety many clients feel about investing, and he is committed to communicating clearly and regularly about individual financial strategies, goals and objectives.
Keefe holds the CERTIFIED FINANCIAL PLANNERTM certification, awarded by the Certified Financial Planner Board of Standards, Inc. He holds the Series 7, 31, 63 and 65 FINRA registrations. Keefe is named to Forbes "Best-in-State Wealth Advisors" list in 2018.* Barron's included Keefe to its 2014 list of Top 1,200 Financial Advisors. In 2013, Barron's recognized Keefe to its state-by-state listing of the Top 1,000 Financial Advisors.
Keefe was a Vilas Scholar at St. Lawrence University and graduated with a bachelor's degree in economics. His degree included study abroad in Spain at the University of Madrid. A former professional skier, he enjoys snow and water skiing as well as hockey and bicycling. He is a member of Rotary International and the U.S. Ski and Snowboard Association (USSA), and is a supporter of Foodnet Meals on Wheels. Keefe is married and has four children.
Keefe is a licensed agent in New York for life, accident and health insurance and variable annuities.
*Source: Barron’s “America’s Top 1,200 Advisors: State-by-State” list, February 24, 2014. For information about the selection criteria, go to www.barrons.com. Barron’s is a trademark of Dow Jones & Company, Inc. All rights reserved. Years prior to 2014, this Barron’s list consisted of 1,000 advisors. *Source: Forbes "Best-in-State Wealth Advisors" list, February 2018. For more information about the selection criteria, go to http://details-he.re/UbRCGT. Forbes is a trademark of Forbes Media LLC. All rights reserved. These rankings and ratings are not representative nor indicative of any one client's experience, future performance, or investment outcome.
M Keefe Gorman
Wealth Management Advisor
Giselle joined The Gorman Group in 2008, and has more than 25 years of experience in financial services. Her knowledge of insurance and investments from the standpoint of an administrator and a customer allows Giselle the insight to understand complex client situations. By listening well and accommodating each client's unique communication style, she is able to help clients understand which services could support their needs, and find a way to go the extra distance to exceed customer service expectations. Her goal is prompt, professional assistance with service and operational matters such as account set-up and maintenance, retirement rollovers* and investment trade executions, as well as online services and providing access to banking services through Bank of America. She holds the Series 7, 63 and 66 FINRA registrations.
Giselle is a licensed agent in New York for life, accident and health insurance and variable annuities.
*You have choices for what to do with your 401(k) or other type of plan-sponsored accounts. Depending on your financial circumstances, needs and goals, you may choose to rollover to an IRA or convert to a Roth IRA, rollover a 401(k) from a prior employer to a 401(k) at your new employer, take a distribution, or leave the account where it is. Each choice may offer different investment options and services, fees and expenses, withdrawal options, required minimum distributions, tax treatment, and provide different protection from creditors and legal judgments. These are complex choices and should be considered with care.
Registered Client Associate
As the "go to" person for other members of The Gorman Group client service team, Beth believes every client deserves A-1, white-glove service. She initially worked for Merrill Lynch from 1997 to 2001, and then rejoined the firm in 2004. Beth is committed to addressing service needs quickly, with thorough attention to detail, and in a friendly and professional manner. She holds Series 7 and Series 66 FINRA registrations, and can execute trades as well as assist with service issues.
Beth graduated from the State University of New York (SUNY) at Geneseo with a bachelor's degree in education. She has more than 26 years of financial industry experience and has served as secretary for the local chapter of the American Bankers Association.
Registered Senior Client Associate
Shawn began his financial services career in 2006 and transitioned to Merrill Lynch in August of 2016. His focus is on analyzing investments, reviewing portfolio performance and communicating with clients. Shawn takes a holistic approach to determine specific recommendations based on each client’s goals, investment objectives, time frame, liquidity needs and risk tolerance. Shawn is a CERTIFIED FINANCIAL PLANNER™ professional, and holds the Series 7, 24, and 66 FINRA registrations.
Shawn graduated with a bachelor’s degree from the State University of New York (SUNY) at Alfred. He enjoys skiing in the winter and spending time at Lamoka Lake in the summer with his wife, Barbara.
Shawn is a licensed agent in New York for life, accident and health insurance and variable annuities.
We offer you access to the investing insights of Merrill Lynch, trust and fiduciary services from U.S. Trust, and the banking convenience of Bank of America to help you pursue your goals. We will work to help you stay on track, regardless of what the markets are doing.
1Investment products are offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated. 2Banking products are offered by Bank of America, N.A. 3Insurance and annuity products offered through Merrill Lynch Life Agency Inc.
Staying on Track
We understand that both your life and the financial markets can change over time. By periodically checking in to discuss changes in your life and revisiting your financial strategy, our goal is to help give you peace of mind* that you're on track to help achieve what's most important to you.
Regular reviews to help you stay on track
We'll meet with you periodically to review your goals and the progress you’ve made toward reaching them. We'll also discuss any adjustments needed to your financial strategy to help you stay on course.
Sample client review agenda
Sample Wealth Outlook Report
Monitoring changes in your life and to your goals
Your life and goals change. We can help you keep track of these changes so they can be reflected in your financial strategy.
MyMerrill is your destination for access to your financial information, secure communications, and a robust offering of tools and capabilities.
Your advisor is never more than a click away within our site or mobile apps
Manage account security with our customizable security capabilities such as touch id, one time passcode, and other security features
Access to your complete financial life is available with My Financial Picture, Merrill Lynch’s asset aggregation tool
*Peace of mind is an aspirational state of mind that clients hope to achieve. There are no guaranteed results following completion of the Goals-Based Wealth Management process because markets can fluctuate and investments can lose value. Advisors work with clients to help them understand how the goals based wealth management process can help to address their concerns, financial situation and priorities.
Let’s Have a Conversation
Helping you reach your goals starts with getting to know you personally. Through understanding what matters most to you, we can help you create a financial strategy that reflects your personality. Only then can we offer an approach that is built around your life priorities and the ongoing advice you need to help you manage fluctuations in the market and changes in your life. Let’s work together to help you achieve your goals.
Certified Financial Planner Board of Standards Inc. owns the certification marks CFP® and CERTIFIED FINANCIAL PLANNERTM in the U.S.
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General Disclaimer for Bank of America Merrill Lynch
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation ("BAC"). Lending and other commercial banking activities are performed globally by banking affiliates of BAC and in Australia by Bank of America, N.A. Australian Branch ("BANA Australia"). Securities, corporate advisory and capital markets services are performed in Australia by Merrill Lynch Markets (Australia) Pty. Limited, Merrill Lynch (Australia) Futures Limited, Merrill Lynch Equities (Australia) Limited and their related bodies corporate (together "BofAML") which hold, or are exempt from the requirement to hold, an Australian Financial Services Licence. Apart from BANA Australia, none of the other BofAML entities including BAC are Authorised Deposit-taking Institutions authorised under the Banking Act 1959 of Australia nor regulated by the Australian Prudential Regulation Authority. The obligations of BofAML entities (other than BANA Australia) do not represent deposits or other liabilities of BANA Australia and are not guaranteed by BANA Australia.
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets business of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation including Bank of America, National Association, Canada Branch (BANA CB ) which is an authorized foreign bank regulated by the Office of the Superintendent of Financial Institutions. Deposits with BANA CB are not insured with the Canada Deposit Insurance Corporation. BANA CB shall not impose undue pressure on, or coerce, a person to obtain a product or service from a particular person, including bank and any of its affiliates, as a condition for obtaining another product or service from BANA CB.
Securities, strategic advisory and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation including in Canada by Merrill Lynch Canada Inc. which is a registered broker-dealer regulated by the Investment Industry Regulatory Organization of Canada (IIROC) and a member of the Canadian Investor Protection Fund (CIPF).
Disclaimer for India:
Bank of America N.A. and DSP Merrill Lynch Limited are subsidiaries of Bank of America Corporation operating in India.
Bank of America N.A.: Bank of America provides the following banking products in India: working capital and term loans, structured finance, export finance, global cash management, trade products, foreign exchange services and currency solutions.
DSP Merrill Lynch Limited: DSP Merrill Lynch provides the following services in India: Research, Equity Sales & Trading, Futures & Options, Electronic Trading, Equity Capital Markets, Debt Capital Markets and M&A. SEBI Regn Nos. Research Analyst: INH000000503, Stock Broking: INB/INF 011348134, INB/INF 231348138, Merchant Banker: INM000011625, Depository Participant: IN-DP-NSDL-223-2001. Registered Office: DSP Merrill Lynch Limited, Ground Floor, A-Wing, One BKC, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India. Tel.: (91-22) 6632 8000. For specific investor grievances, if any, email IDs are firstname.lastname@example.org, email@example.com, firstname.lastname@example.org. Compliance officer - Jinendra Shah, Email: email@example.com, Tel No.: +91 22 6632 8000
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.
Ouvidoria Bank of America Merrill Lynch1 | DDG: 0800 886 2000 | email: firstname.lastname@example.org 1 Bank of America Merrill Lynch Banco Múltiplo S.A. e Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários
Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.
Bank of America Corporation and its affiliates do not perform in any jurisdiction banking activities that are reserved by local law to licensed banks, except in those jurisdictions where its banking affiliates have procured the necessary licenses.
Unless otherwise indicated, all services/products are conducted on an offshore basis for Latin America. Some or all of the products may not be available in certain jurisdictions and are subject to change without notice.
This document and its content are for information purposes and shall not be interpreted as banking or financial intermediation, business solicitation and/or public offering of any kind.
1 Bank of America Merrill Lynch Banco Múltiplo S.A. e Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários
"Merrill Lynch" is the trademark that Bank of America Corporation uses in the Republic of Argentina for its capital market, financial advisory and investment businesses, which are conducted by and through Merrill Lynch Argentina S.A.. This entity does not conduct any activities subject to banking license, such as capturing deposits from the public.
Bank of America Mexico, S.A., Institución de Banca Múltiple is a banking affiliate in Mexico of Bank of America Corporation.
Bank of America N.A., Oficina de Representacion (Colombia), is a representative office in Colombia of Bank of America N.A., supervised by the Superintendencia Financiera de Colombia and authorized to promote in Colombia select products and services that
Bank of America N.A. provides outside of Colombia. Neither Bank of America, N.A., nor its Representative Office in Colombia, is authorized to carry out in Colombia any activities that are reserved by Colombian law to locally licensed banks.
Bank of America N.A., Oficina de Representacion (Peru), is a representative office in Peru of Bank of America N.A., supervised by the Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones and authorized to promote in Peru select products and services that Bank of America N.A. provides outside of Peru. Neither Bank of America, N.A., nor its Representative Office in Peru, is authorized to carry out in Peru any activities that are reserved by Peruvian law to locally licensed banks.
Bank of America N.A., Oficina de Representacion (Chile), is a representative office in Chile of Bank of America N.A., supervised by the Superintendencia de Bancos e Instituciones Financieras and authorized to promote in Chile select products and services that Bank of America N.A. provides outside of Chile. Neither Bank of America, N.A., nor its Representative Office in Chile, is authorized to carry out in Chile any activities that are reserved by Chilean law to locally licensed banks.
Bank of America Corporation does not have banking affiliates, branches or bank representative offices in any other jurisdiction in Latin America.
Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are registered broker-dealers and members of FINRA and SIPC, and in other jurisdictions, by locally registered entities.
Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
TERMS AND CONDITIONS FOR BANK OF AMERICA CORPORATION WEBSITES
These Terms and Conditions ("Terms and Conditions") are for the Bank of America Corporation ("Bank of America") website and those websites of its affiliates (collectively the "Sites") including Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America Capital Management and certain other affiliates enumerated herein (collectively "Affiliates") that are available through the Bank of America Sites and apply to all services, programs, information and products (collectively "Service") that you ("Client") may use or otherwise access from time to time through the Sites ("Agreement").
USE OF SITES
Client agrees that any trade confirmation, account statement or other document delivered through the Sites by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by Client. Any record of such transaction or confirmation (including, without limitation, electronic records) shall be deemed to be "in writing." Client further agrees that it shall not contest the legally binding nature, validity or enforceability of any transaction, document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives any and all rights it may have to assert such claim.
Bank of America hereby grants to Client a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable, personal right and license to access and use the Sites solely for Client's internal use in accordance with the terms of this Agreement. Client accepts the right and license granted herein to access and use the Sites solely in accordance with this Agreement and any rules or restrictions or procedures published by Bank of America on the Sites from time to time. Client acknowledges and agrees that the Sites, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, "IP"), are the valuable property of Bank of America and/or its affiliates and licensors. Other than the license granted hereunder, Client obtains no rights to the Sites. Client may not access or use the Sites in any way that may infringe any IP right of Bank of America or its Affiliates or licensors. Client promptly shall notify Bank of America of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which it becomes aware. Client acknowledges and agrees that it will not use, or allow the use of the Sites in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, "Applicable Law").
Client agrees that it will not, and will not authorize or permit any person ("Authorized Person") under its control, under any circumstance to:
sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Sites, or any portion thereof or data thereon, to any person other than its Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
photocopy, download or otherwise reproduce in any medium any portion of the Sites, except that Client may download into Client's internal computer system, or print a hard copy of, content on the Sites, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or
alter, decompile or reverse engineer any software component of the Sites.
All cost and expense of equipment, operating platforms, and software necessary to access and use the Sites, and the maintenance thereof shall be the sole responsibility of Client.
No provision of these Terms and Conditions shall restrict Client from taking any action required by any Applicable Law, any self-regulatory organization or any governmental entity to which it is subject. Prior to taking any such action, Client shall, to the extent reasonably practicable given the then-current circumstances, notify Bank of America in writing thereof and consult with Bank of America regarding the steps to be taken to ensure compliance with Applicable Law.
CLIENT ACKNOWLEDGES AND AGREES THAT IT WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY CLIENT OR ITS AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.
Client agrees to provide Bank of America with all information, cooperation and assistance, documents and data as shall reasonably be requested by Bank of America in order to enable Bank of America to comply with any and all Applicable Law. Client understands and agrees that Bank of America may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.
Bank of America shall assign to each Authorized Person a unique User ID ("User ID") and a corresponding password and/or other access codes (each, an "Access Code") to enable Authorized Persons to access and use such functions within the Sites as Client shall authorize. Client shall (i) maintain, (ii) take appropriate steps to ensure that its officers and employees maintain, and (iii) inform all Authorized Persons of Client's obligation to maintain, the confidentiality of User IDs and Access Codes and the security of the Sites. Client shall not permit any person other than an Authorized Person to access or use the Sites on its behalf or to use any User ID or Access Code and shall educate and familiarize those Authorized Persons who access and/or use the Sites with Client's obligations under this Agreement. Client acknowledges and agrees that Client and/or its Authorized Persons may access the Sites through the World Wide Web or other Internet service which is not necessarily secure, and Bank of America does not warrant that such system is secure. Client agrees to be bound by all communications (and the consequences thereof) placed on, executed through or facilitated by the Sites that are accompanied by a valid User ID and a valid Access Code assigned to Client or an Authorized Person. Upon becoming aware of, or if Client suspects, a technical failure or any improper access to or use of the Sites or Access Codes by any Authorized Person or other person, Client shall promptly notify Bank of America of such occurrence, and shall, as promptly as practicable, to the extent any improper access or use is by an Authorized Person, take immediate actions to terminate such Authorized Person's access to and use of the Sites. Bank of America reserves the right to limit or terminate Client's or any Authorized Person's access to and use of the Sites immediately and without notice.
Unless specifically identified as an offer to sell or a solicitation of any offer to buy, under no circumstances should any information on the Sites be used as or considered to be an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Bank of America or any other issuer. Offers can only be made where lawful under applicable law. Any information, services, or securities offered via the Sites are intended to be available only to residents of Argentina, Brazil, Canada, France, Germany, Hong Kong, Ireland, Japan, Italy, Korea, the Netherlands, Singapore, the United States and the United Kingdom. The viewing or distribution of the Sites may be restricted by law in certain jurisdictions. Persons using the Sites are required to inform themselves about and observe any legal restrictions on the use of the Sites and any restrictions set forth in the Sites. The Sites do not constitute an offer of, or a solicitation to purchase any securities in any jurisdiction in which such offer or invitation would be unlawful. If you wish to obtain further details about any information contained through the Sites, there are several areas on the Sites that will provide you with contact information.
DISCLOSURE OF INTEREST
Affiliates of Bank of America may make a market or deal as principal in the securities mentioned in these Sites or in options based thereon. In addition, Bank of America or its Affiliates, their shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of Bank of America or its Affiliates may be a director of the issuer of the securities mentioned at these Sites. Bank of America or its Affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on the Sites, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.
Certain information from Client's account(s) at Bank of America or its Affiliates is accessible on the Sites and can be downloaded by Client ("Account Information"). While Bank of America and its Affiliates believe that this Account Information will be accurate at the time of access and/or downloading by Client, this information may have certain technical flaws, typographical errors or other inaccuracies. Additionally, the Account Information is subject to immediate change resulting from market conditions, price fluctuations and other related factors. Bank of America and its Affiliates expressly disclaim any responsibility or liability for the accuracy or use of such Account Information upon its being downloaded by Client and will not be liable for any difficulty, damage or inaccessibility of such information due to hardware or software incompatibility.
PRICING AND MARKET INFORMATION
Actual prices can be obtained only on a real-time, expressly agreed-upon basis. Any indicative valuations on the Sites are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by Bank of America or its Affiliates to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect Bank of America's or its Affiliates' internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While Bank of America and its Affiliates have obtained the information on which these evaluations are based from sources they believe are reliable, Bank of America and its Affiliates make no representations or warranties with respect to any indicative valuations. Prior to the execution of a Transaction based upon the Content of these Sites, Client is advised to consult with its broker or other financial representative to verify pricing information.
HYPOTHETICAL OR PAST PERFORMANCE
Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
MATERIAL IN ITS ENTIRETY
All materials at these Sites are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
Certain hyperlinks on the Sites may link websites maintained by the Affiliates, which are not to be considered a part of the Sites. Certain other links on the Sites to non-affiliated third-party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to Client for it or for any consequence of your decision to use the links provided or your use of such information. Links to non-Bank of America sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to Bank of America or its Affiliates by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between Client and the providers of products and services at those other sites. Client agrees that it shall not bring a suit or claim against Bank of America or its Affiliates arising from or based on your purchase or use of products or services through those other sites. Links do not imply that Bank of America, its Affiliates or the Sites sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of Bank of America or its Affiliates.
CONTENT AND SERVICE AVAILABILITY
Bank of America or its Affiliates may make changes to the Sites and reserves the right to do so without prior notice to you. Client acknowledges that not all products and services listed or discussed in the Sites are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Bank of America or its Affiliates.
CONSENT TO ELECTRONIC DELIVERY
You agree to receive certain documents and information provided by Bank of America and its Affiliates through the Sites and/or through email provided to you via the Sites. This delivery will generally consist of certain Content on the Sites, and certain other documents relating to Bank of America and its Affiliate's business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Sites and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify Bank of America or the applicable Affiliate in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.
Client acknowledges that any information provided through the Sites is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non-affiliated third parties provided represent the views and opinions solely of the author or the indicated source. Bank of America and its Affiliates do not independently verify the accuracy or completeness of such information, nor does Bank of America and its Affiliates endorse any particular views expressed therein. Except for offering memoranda, Bank of America and its Affiliates disclaim any liability to Client for this information or for any consequence of your decision to use it. Client agrees that it shall independently confirm any such information presented through the Sites before relying on such information. Bank of America, its Affiliates and their respective employees, contractors, agents and various contributors to the Sites have no duty to correct or update any inaccurate or out-of-date information on the Sites.
Client acknowledges that it is acting for its own account, and it has made its own independent decisions to enter into a Transaction and as to whether a Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Client is not relying on any communication (written or oral) of Bank of America or its Affiliates as investment advice or as a recommendation to enter into a Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. Further, Client has not received from Bank of America or its Affiliates any assurance or guarantee as to the expected results of a Transaction.
COMPLIANCE WITH LAWS AND INDEMNITY
The Sites may be used only for lawful purposes. Client's conduct may be subject to local, state, national and international laws. Client agrees that it and any of its Authorized Persons shall comply with this Agreement, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Sites.
Client agrees to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content on the Sites subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisites government authorization. Client further agrees not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of these Terms and Conditions. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of sanctions by the United States Office of Foreign Asset Control or other general U.S. embargo restrictions are not permitted to access and use the Sites, and any such access and use is a violation of these Terms and Conditions.
Upon request by Bank of America or its Affiliates, you agree to defend, indemnify and hold harmless Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Sites. Bank of America and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Bank of America or its Affiliates for its own violations of applicable laws.
FOR RESIDENTS OF BRAZIL:
The information contained here does not constitute a public offering or distribution of securities in Brazil and no registration or filing with respect to any securities or financial products available on the Sites has been made with Commisao de Valores Mobiliarios.
FOR RESIDENTS OF CANADA:
The information contained here does not constitute a public offering or distribution of securities in Canada or any of its provinces. No registration or filing with respect to any securities or financial products available on the Sites has been made with any regulatory agency thereof.
FOR RESIDENTS OF FRANCE:
The Sites do not constitute a solicitation to enter into a transaction involving financial instruments, is not being distributed in the context of a public offer in France within the meaning of Article L. 411-1 of the Monetary and Financial Code, and has thus not been submitted to the COB for prior approval and clearance procedure. Any offers, sales or distribution of financial instruments through the Sites shall only be made in France to qualified investors (investisseurs qualifies) as defined in and in accordance with Article L. 411-2 of the Monetary and Financial Code and d?cret no. 98-880 dated 1st October, 1998. The contents of the Sites may not be redistributed or reproduced (in whole or in part) by any User. The Sites are made available with the understanding that Users will make investment decisions for their own account with the conditions set out in d?cret no. 98-880 dated 1st October, 1998. By using the Sites, Users undertake not to transfer, directly or indirectly, any financial instrument acquired through the Sites to the public in France, other than in compliance with applicable laws and regulation. Services hereunder may be provided by Banc of America Securities, Limited, as agent or otherwise.
FOR RESIDENTS OF GERMANY:
The Sites are made available only to professional investors as such term is defined in the Securities Sales Prospectus Act.
FOR RESIDENTS OF HONG KONG:
Access to the Sites is by invitation only to institutional investors. No information or material contained in the Sites is or should be construed as amounting to an offer to enter into any transaction or investment whatsoever. The information on these Sites is provided by the Hong Kong branch of Bank of America, N.A., and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of this Site is with the Hong Kong branch of Bank of America, N.A.
FOR RESIDENTS OF IRELAND:
Access to the Sites is by invitation only to professional investors.
FOR RESIDENTS OF ITALY:
Access to the Sites is by invitation only to professional investors as defined in article 31 of CONSOB regulation no. 11522 of July 1, 1998.
FOR RESIDENTS OF JAPAN:
Access to the Sites is by invitation only to financial institutions as defined under the Law Concerning Foreign Securities Firms.
FOR RESIDENTS OF KOREA:
Access to the Sites is by invitation only to professional investors with a valid password. The information contained here does not constitute a public offering or distribution of securities in Korea.
FOR RESIDENTS OF NETHERLANDS:
Access to the Sites is by invitation only to professional market parties as defined in the Dutch Securities Transactions Supervision Act 1995. Securities or other instruments on these Sites are only offered to professional market parties.
FOR RESIDENTS OF SINGAPORE:
Access to the Sites is by invitation only to institutional investors. The information contained here does not constitute a public offering or distribution of securities in Singapore. The information in these Sites is provided by Bank of America Singapore Limited and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of these Sites is with Bank of America Singapore Limited.
LIMITATION OF LIABILITY
THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER Bank of America, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. Bank of America, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) CLIENT'S USE OF OR RELIANCE ON THE SITES, OR (II) Bank of America's PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. Bank of America DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITES WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, Bank of America WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITES, OR FOR THE INCOMPATIBILITY BETWEEN THE SITES AND FILES AND THE USER'S BROWSER OR OTHER SITES ACCESSING PROGRAM. NOR WILL Bank of America BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE Bank of America's CONTROL. IN NO EVENT WILL Bank of America, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the Bank of America, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.
Neither Bank of America, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless Bank of America, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Sites, or (b) the transmission or delivery of any information on the Sites; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Sites due either to any negligent act or omission by Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the control of the Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that Bank of America accepts no responsibility for security of information on the Internet.
Banc of America Securities Limited has approved the Sites for the purpose of Section 57 of the Financial Services Act of 1986. Banc of America Securities Limited is regulated for the conduct of investment business in the United Kingdom by the Securities and Futures Authority Limited. No access to the Sites shall be given in the United Kingdom to Private Customers, as that term is defined under the rules of The Securities and Futures Authority Limited; and any investments will not be made by us to any Private Customer.
CHANGES TO AGREEMENT
Bank of America may make changes to this Agreement at any time, without prior notice to you. Your continued use of the Sites indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view these Terms and Conditions often to stay informed of changes that may affect you.
This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.
The Sites may, from time to time, provide Client with various licensed programs ("Licensed Programs") from third-party vendors ("Vendors") which have been licensed by Bank of America for Client use and/or which require Client to sign a third-party license agreement ("License Agreement"). In using the Licensed Programs, Client agrees that it will
protect any confidential information of Bank of America, its Affiliates or Vendors contained in the Licensed Programs;
restrict the use of the Licensed Programs by Client solely to conditions agreed upon in the Agreement and the License Agreement;
restrict the copying of Licensed Programs to that number reasonably required for Client use and backup purposes
include Bank of America and Vendor copyright and all other proprietary notices in the use of all Licensed Programs;
prohibit the sale, relicensing, leasing, rental, lending and transferring of Licensed Programs;
prohibit, and take reasonable measures to prevent, the decompiling, disassembly, reverse engineering or modification of Licensed Programs;
comply with all export laws in respect of Licensed programs;
disclaim any liability on the part of Vendors for damages, liabilities, costs or expenses incurred by Client in the use of License Programs; and
make all vendors a third-party beneficiary of all Client waivers, disclaimers, limitation of liabilities, confidentiality and IP provisions contained in the Agreement.
MERRILL LYNCH, PIERCE, FENNER & SMITH | FURTHER INFORMATION
"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured | May Lose Value | Are Not Bank Guaranteed.
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