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It is also possible that the Notes could be treated as a pre-paid income-bearing derivative contract in respect of the Reference Assets, in which case you may be required to include the entire monthly Coupon Payment on the Notes in ordinary income and not just the interest on the Deposit. For example, Barclays Capital Inc. Bail-in Power in circumstances in which the relevant U. Filed Pursuant to Rule b 2 Registration No. You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the notes to maturity if the Notes are not automatically called. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. Such gain or loss should generally be long-term capital gain or loss if you have held your Notes for more than one year.

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