Pricing Supplement |
Filed Pursuant to Rule 424(b)(2) |
(To Prospectus dated December 30, 2022 |
Registration No. 333-268718 |
and Series P MTN Prospectus Supplement dated December
30, 2022) |
|
December 19, 2024 |
|
$27,000,000
Fixed Rate Callable Notes, due June 23, 2028
● | The notes are senior unsecured debt securities issued by Bank of America Corporation (“BAC”).
All payments and the return of the principal amount on the notes are subject to our credit risk. |
● | The notes priced on December 19, 2024. The notes will mature on June 23, 2028. At maturity, if the notes
have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued
and unpaid interest. |
● | Interest will be paid on June 23 of each year, commencing on June 23, 2025, with the final interest payment
date occurring on the maturity date. |
● | The notes will accrue interest at the fixed rate of 4.80% per annum. |
● | We have the right to redeem all, but not less than all, of the notes on June 23, 2026, and on each subsequent
Call Date (as defined on page PS-2). The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid
interest. |
● | The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess of $1,000. |
● | The notes will not be listed on any securities exchange. |
● | The CUSIP number for the notes is 06055JHY8. |
Potential purchasers of the notes should consider the information in
“Risk Factors” beginning on page PS-4 of this pricing supplement, page S-6 of the attached prospectus supplement, and page
7 of the attached prospectus.
The notes:
Are
Not FDIC Insured |
Are
Not Bank Guaranteed |
May
Lose Value |
|
Per
Note |
|
Total |
|
Public
Offering Price (1) |
100.00% |
|
$27,000,000 |
|
Underwriting
Discount (1)(2) |
0.125% |
|
$33,750 |
|
Proceeds
(before expenses) to BAC |
99.875% |
|
$26,966,250 |
|
(1) Certain dealers who purchase the notes for sale to certain
fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price to public for
investors purchasing the notes in these accounts may be as low as $998.75 (99.875%) per $1,000 in principal amount of the notes. See
“Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
(2) We or one of our affiliates
may pay varying selling concessions of up to 0.125% in connection with the distribution of the notes to other registered broker-dealers.
The notes are unsecured and unsubordinated obligations and are not savings
accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, and are not
insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks.
None of the Securities and Exchange Commission, nor any state securities commission,
nor any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement,
the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository
Trust Company on December 23, 2024 against payment in immediately available funds.
Series
P MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022
BofA Securities
SUMMARY OF TERMS
This pricing supplement supplements the terms and
conditions in the prospectus, dated December 30, 2022, as supplemented by the Series P MTN prospectus supplement, dated December 30, 2022
(as so supplemented, together with all documents incorporated by reference, the “prospectus”), and should be read with the
prospectus.
• |
Title of the
Series: |
Fixed Rate Callable
Notes, due June 23, 2028 |
|
|
|
• |
Aggregate Principal Amount
Initially Being Issued: |
$27,000,000 |
|
|
|
• |
Issue Date: |
December 23, 2024 |
|
|
|
• |
CUSIP No.: |
06055JHY8 |
|
|
|
• |
Maturity Date: |
June 23, 2028 |
|
|
|
• |
Minimum Denominations: |
$1,000 and multiples of $1,000
in excess of $1,000 |
|
|
|
• |
Ranking: |
Senior, unsecured |
|
|
|
• |
Day Count Fraction: |
30/360 |
|
|
|
• |
Interest Periods: |
Annually. Each interest period
(other than the first interest period, which will begin on the issue date) will begin on, and will include, an interest payment date,
and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable). |
|
|
|
• |
Interest Payment Dates: |
June 23 of each year, beginning
on June 23, 2025, with the final interest payment date occurring on the maturity date. |
|
|
|
• |
Interest Rates: |
The notes will accrue interest
at the fixed rate of 4.80% per annum. |
|
|
|
• |
Call Dates: |
June 23 of each year, beginning
on June 23, 2026, with the final Call Date occurring on June 23, 2027. |
|
|
|
• |
Optional Early Redemption: |
We have the right to redeem
all, but not less than all, of the notes on June 23, 2026, and on each subsequent Call Date. The redemption price will be 100% of
the principal amount of the notes, plus any accrued and unpaid interest. In order to call the notes, we will give notice at least
five business days but not more than 60 calendar days before the specified Call Date. |
|
|
|
• |
Business Days: |
If any interest payment date,
any Call Date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed
until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postponement,
and no adjustment will be made to the length of the relevant interest period. |
|
|
|
• |
Repayment at Option of Holder: |
None |
|
|
|
• |
Record Dates for Interest Payments: |
For book-entry
only notes, one business day in New York, New York prior to the payment date. If notes are not held in book-entry only form,
the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is
a business day.
|
• |
Events of Default and Rights of Acceleration: |
If an event of default (as defined in the indenture relating to the notes) occurs and is continuing,
holders of the notes may accelerate the maturity of the notes, as described under “Description of Debt Securities of Bank of
America Corporation—Events of Default and Rights of Acceleration; Covenant Breaches” in the prospectus. Upon an event
of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration
date. In case of an event of default, the notes will not bear a default interest rate. If a bankruptcy proceeding is commenced in
respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original public offering price of the notes. |
|
|
|
• |
Calculation Agent: |
Merrill Lynch Capital Services, Inc. |
|
|
|
• |
Listing: |
None |
Certain terms used and not defined
in this document have the meanings ascribed to them in the prospectus supplement and prospectus. Unless otherwise indicated or unless
the context requires otherwise, all references in this pricing supplement to “we,” “us,” “our,” or
similar references are to BAC.
RISK FACTORS
Your investment in the notes entails significant
risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made only after carefully
considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances.
The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial
matters in general.
Structure-related Risks
The notes are subject to our early redemption. We
may redeem all, but not less than all, of the notes on any Call Date on or after June 23, 2026. If you intend to purchase the notes, you
must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the notes during periods
when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which we would pay on our other
interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further payments will be made on
the notes after they have been redeemed.
If we redeem the notes prior to the maturity date,
you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on the
notes would have been if they had not been redeemed, or that has a similar level of risk.
Payments on the notes are subject to our credit
risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are our senior
unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability
to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any time
during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due, you may
not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies
of our ability to pay our obligations, including our obligations under the notes. Consequently, our perceived creditworthiness and actual
or anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes may adversely
affect the market value of the notes. However, because your return on the notes generally depends upon factors in addition to our ability
to pay our obligations, such as the difference between the interest rates accruing on the notes and current market interest rates, an
improvement in our credit ratings will not reduce the other investment risks related to the notes.
Valuation- and Market-related Risks
We have included in the terms of the notes the costs
of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market transaction
will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In determining the economic
terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account. Among these
factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or
any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase the notes
in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other things, the
inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes could be higher
or lower than the price that you paid for them.
We cannot assure you that a
trading market for the notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot
predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.
The development of a trading market for the notes will
depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market may be limited.
We anticipate that our affiliate, BofA Securities, Inc. ("BofAS"), will act as a market-maker for the notes, but neither BofAS
nor any of our other affiliates is required to do so. BofAS may discontinue its market-making activities as to the notes at any time.
To the extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price at which BofAS may bid
for, offer, purchase, or sell any notes may differ from the values determined by pricing models that it may use, whether as a result of
dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at
which the notes might otherwise trade in the market.
In addition, if at any time
BofAS were to cease acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the
secondary market and there may be no secondary market at all for the notes. In such a case, the price at which the notes could be
sold likely would be lower than if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors
will impact the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors
that may either offset or magnify each other, including:
| • | the time remaining to maturity of the notes; |
| • | the aggregate amount outstanding of the notes; |
| • | our right to redeem the notes on the dates set forth above; |
| • | the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may
cause the market value of the notes to decrease); |
| • | general economic conditions of the capital markets in the United States; |
| • | geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally; |
| • | our financial condition and creditworthiness; and |
| • | any market-making activities with respect to the notes. |
Conflict-related Risks
Our trading and hedging activities may create conflicts
of interest with you. We or one or more of our broker-dealer affiliates, including BofAS, may engage in trading activities related
to the notes that are not for your account or on your behalf. We also expect to enter into arrangements to hedge the market risks associated
with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements for
the notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates.
This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially
expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict
of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating
transactions, including block trades, for our other customers, and in accounts under our management. These trading and hedging activities
could influence secondary trading in the notes or otherwise could be adverse to your interests as a holder of the notes.
U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal
income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley Austin LLP, our
tax counsel. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue
Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”)
(including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal
Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing
interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court
would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements,
is subject to the same qualifications and limitations as, and should be read in conjunction with the discussion in the prospectus under
the caption “U.S. Federal Income Tax Considerations.” To the extent inconsistent, the following discussion supersedes the
discussion in the prospectus supplement and the prospectus.
This discussion only applies to U.S. Holders (as defined
in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus.
In particular, this summary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will hold the notes
as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment. This discussion
does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes that the issue
price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt instruments for U.S.
federal income tax purposes. The notes provide for a fixed rate of interest. A U.S. Holder will be required to include payments of interest
on the notes as ordinary income as such interest payments accrue or are received (in accordance with the U.S. Holder’s regular method
of accounting for U.S. federal income tax purposes).
You should consult the discussion under “U.S.
Federal Income Tax Considerations—General—Consequences to U.S. Holders” as it relates to fixed rate debt instruments
not bearing OID in the accompanying prospectus for a description of the consequences to you of the ownership and disposition of the notes.
Upon the sale, exchange,
redemption, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference between
the amount realized upon the sale, exchange, redemption, retirement, or other disposition (less an amount equal to any accrued
interest not previously included in income if the note is disposed of between interest payment dates, which will be included in
income as interest income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A U.S.
Holder’s adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder, increased by any OID, market
discount, de minimis OID, or de minimis market discount previously included in income with respect to the note, and decreased by the
amount of any premium previously amortized to reduce interest on the note and the amount of any payment (other than a payment of
qualified stated interest) received in respect of the note.
Except as discussed in the prospectus with respect
to market discount, gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally will
be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability of U.S.
Holders to deduct capital losses is subject to limitations under the Code.
You should consult your own tax advisor concerning
the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising
under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to
BAC, when the trustee has made the appropriate entries or notations on Schedule 1 to the master global note that represents the
notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with
the instructions of BAC, and the notes have been delivered against payment therefor as contemplated in this pricing supplement and
the related prospectus and prospectus supplement, all in accordance with the provisions of the indenture governing the notes, such
notes will be the legal, valid and binding obligations of BAC, subject to the effects of applicable bankruptcy, insolvency
(including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other
similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date
of this pricing supplement and is limited to the Delaware General Corporation Law (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the laws of the
State of New York as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the
trustee’s authorization, execution and delivery of the indenture governing the notes and due authentication of the Master
Note, the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the legal
capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as
originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity
of the originals of such copies and certain factual matters, all as stated in the opinion letter of McGuireWoods LLP dated December
8, 2022, which has been filed as an exhibit to the Registration Statement (File No. 333-268718) of BAC, filed with the SEC on
December 8, 2022.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST
Our broker-dealer subsidiary, BofAS, will act as our
selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described in “Supplemental
Plan of Distribution (Conflicts of Interest)” beginning on page S-51 of the accompanying prospectus supplement.
The selling agent will receive the compensation
set forth on the cover page of this pricing supplement as to the notes sold through its efforts. The selling agent is a member of
the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the
requirements of FINRA Rule 5121. We or one of our affiliates may pay varying selling concessions of up to 0.125% in connection with
the distribution of the notes to other registered broker-dealers. Certain dealers who purchase the notes for sale to certain
fee-based advisory accounts may forgo some or all of their selling concessions, fees, or commissions. The price to public for
investors purchasing the notes in these accounts may be as low as $998.75 per $1,000 in principal amount of the notes.
If all of the offered notes are not sold on the pricing
date at the public offering price, then the selling agent and/or dealers may offer the notes for sale in one or more transactions at an
offering price that may be at a premium to the public offering price. These sales may occur at market prices prevailing at the time of
sale, at prices related to market prices or at negotiated prices.
The selling agent is not acting as your fiduciary
or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the selling agent in
connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment
decision regarding the notes after consulting with your legal, tax, and other advisors.
We will deliver the Notes against payment therefor
in New York, New York on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to the original
issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Under the terms of our distribution agreement with
BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover of this pricing
supplement, less the indicated underwriting discount.
BofAS may sell the notes to other broker-dealers, including
our affiliate, Merrill Lynch, Pierce Fenner & Smith Incorporated ("MLPF&S") that will participate in the offering, at
an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more additional broker-dealers.
BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase or repurchase the notes
at the same discount.
BofAS and any of our other broker-dealer affiliates,
including MLPF&S, may use this pricing supplement, and the accompanying prospectus supplement and prospectus for offers and sales
in secondary market transactions and market-making transactions in the notes. Our affiliates may act as principal or agent in these transactions,
and any such sales will be made at prices related to prevailing market prices at the time of the sale. However, none of BAC, BofAS or
any of our broker-dealer affiliates are obligated to engage in any secondary market transactions and/or market-making transactions or
otherwise purchase the notes from the holders in such transactions.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying prospectus
or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as defined below). This pricing
supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on the basis that any offer of notes
in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each, a “Relevant State”)
will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified Investors”).
Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplated
in this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified
Investors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than to Qualified Investors. The expression
“Prospectus Regulation” means Regulation (EU) 2017/1129.
Prohibition Of Sales To EEA And United Kingdom
Retail Investors – The notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes: (a) a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance
Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression “offer”
includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be
offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key information document
required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the notes or
otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or
selling
the notes or otherwise making them available to any retail investor in
the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this
pricing supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relating
to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended
(the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall
within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to
(d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the notes
offered hereby are only available to, and any investment or investment activity to which this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus relates will be engaged in only with, relevant persons. Any person in the
United Kingdom that is not a relevant person should not act or rely on this pricing supplement, the accompanying prospectus
supplement or the accompanying prospectus or any of their contents.
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or
caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.
All applicable provisions of the FSMA must be complied
with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.
S-3
424B2
EX-FILING FEES
333-268718
0000070858
BANK OF AMERICA CORP /DE/
0000070858
2024-12-20
2024-12-20
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-3
|
BANK OF AMERICA CORP /DE/
|
The maximum aggregate offering price of the securities to which the prospectus relates is $27,000,000.00. The prospectus is a final prospectus for the related offering.
|
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Bank of America (PK) (USOTC:BACRP)
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