Fee Disclosures

Important disclosures relating to the fees and commissions charged in respect of note offerings are provided to you on the cover page of the applicable offering document and may be supplemented by additional disclosures contained in the section or sections of the offering document referred to as “Underwriting,” “Plan of Distribution,” or “Supplemental Plan of Distribution.” 

Prior to making an investment decision, you should read all applicable fee disclosures and consult your advisors.

Below, we provide additional background relating to fee structures for offered securities.  Incapital in its role as principal Selling Agent or Purchasing Agent may offer notes to the public at a fixed price or at varying prices as indicated in the applicable offering documents.  In certain instances, Incapital or other selling agents may forego a portion of their fees and commissions in connection with sales made to advisory (or “fee-based”) accounts or to registered entities and entities exempt from registration that sponsor or provide advice to such accounts (each an “eligible entity”).

Fixed Price Offerings

In the case of a fixed price offering, Incapital, acting as Selling Agent or Purchasing Agent, may offer notes to the public at an initial purchase price less a discount of the principal amount of the offered notes. 

As disclosed in the applicable offering documents, in a fixed price offering, Incapital also may offer notes at one fixed price to brokerage accounts and at a different fixed price to fee-based or advisory accounts (or to an eligible entity) and/or to non-fee based accounts.

Similarly, in fixed price offerings, notes may be offered at a different fixed fees based on order size.

Variable Price Offerings

From time to time, the Selling Agent or Purchasing Agent may offer notes to the public at varying prices.  In such case, the offering documents will disclose the range of discounts and/or the maximum discount from the initial price to public at which notes may be sold by selling agents or dealers. 

This range may vary as between brokerage and fee-based advisory or non-fee based retirement accounts (as well as to eligible entities).  The stated maximum discount or range of discounts will be identified in the applicable offering documents.

Foregone Fees

A sale of a note to a fee-based advisory or non-fee based retirement account (or to an eligible entity) at an initial price to public below 100% of the face amount of the notes will reduce the discount to the Selling Agent or Purchasing Agent with respect to such notes.

The initial price to public paid by any fee-based advisory account (or eligible entity) will be reduced by the amount of any fees foregone by the selling agent, dealer or dealers involved in the sale of the notes to such advisory account or eligible entity.  The applicable offering document will specify the maximum discount of the face amount of the notes that may be foregone.

Other Transactions in the Notes

Underwriters, Selling Agents and Purchasing Agents may offer notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

If all of the offered notes are not sold at the initial price to public, following the offering, the Selling Agent or Purchasing Agent may change the offering price and the other selling terms.  In addition, the reallowance may be varied, and actual sales prices may reflect a higher or lower reallowance to dealers.