Bond Bank of America 4.183% ( US06051GGC78 ) in USD

Bank of America

98.43 % ▲

United States

US06051GGC78 ( in USD )

4.183% per year ( payment 2 times a year)

24/11/2027

Prospectus brochure of the bond Bank of America US06051GGC78 en USD 4.183%, maturity 24/11/2027

1 000 USD

2 000 000 000 USD

06051GGC7

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

25/05/2025 ( In 36 days )

Bank of America is a multinational investment bank and financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individual and corporate clients globally.

Bank of America issued a USD 2,000,000,000 bond (CUSIP: 06051GGC7, ISIN: US06051GGC78) maturing November 24, 2027, currently trading at 98.01% of par value with a 4.183% coupon rate, paying semi-annually, and rated BBB+ by S&P and Baa1 by Moody's, with a minimum purchase size of 1,000.

424B5
424B5 1 d277638d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202354

Pricing Supplement No. 251
(To Prospectus dated May 1, 2015 and
Prospectus Supplement dated October 17, 2016)
November 21, 2016

Medium-Term Notes, Series L
$2,000,000,000 4.183% Subordinated Notes, due November 2027
This pricing supplement describes a series of our subordinated notes that will be issued under our Medium-Term Note Program, Series L. The
subordinated notes mature on November 25, 2027. We will pay interest on the subordinated notes for each semi-annual interest period at a rate
equal to 4.183% per annum.
We will have the option to redeem the subordinated notes as described in this pricing supplement under the heading "Specific Terms of the
Subordinated Notes--Optional Redemption of the Subordinated Notes."
The subordinated notes are unsecured and will be subordinate and junior in right of payment to our senior indebtedness (as defined in the
Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture. We do not intend to list the subordinated notes on
any securities exchange.
Investing in the subordinated notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of
the attached prospectus supplement and "Risk Factors" beginning on page 9 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of
the subordinated notes or passed upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached
prospectus. Any representation to the contrary is a criminal offense.

Per Subordinated
Note
Total

Public Offering Price

100.000%
$2,000,000,000
Selling Agents' Commission

0.450%
$
9,000,000

Proceeds (before expenses)

99.550%
$1,991,000,000
We expect to deliver the subordinated notes in book-entry only form through the facilities of The Depository Trust Company on or about
November 25, 2016.

Sole Book-Runner
BofA Merrill Lynch

ANZ Securities

BBVA
BNY Mellon Capital Markets, LLC
Capital One Securities
Credit Agricole CIB

Danske Markets Inc.

Erste Bank

HSBC
ING

Mizuho Securities

MUFG

nabSecurities, LLC
Rabo Securities
Raiffeisen Bank International
RBS

Santander
Scotiabank

SOCIETE GENERALE

Standard Chartered Bank

TD Securities
Huntington Investment Company

UniCredit Capital Markets

Apto Partners, LLC

Drexel Hamilton

Table of Contents
SPECIFIC TERMS OF THE SUBORDINATED NOTES

The following description of the specific terms of the subordinated notes supplements, and should be read together with, the description of
our Medium-Term Notes, Series L included in the attached prospectus supplement dated October 17, 2016, and the general description of our debt
securities included in "Description of Debt Securities" in the attached prospectus dated May 1, 2015. If there is any inconsistency between the
information in this pricing supplement and the attached prospectus supplement or the attached prospectus, you should rely on the information in
this pricing supplement. Capitalized terms used, but not defined, in this pricing supplement have the same meanings as are given to them in the
attached prospectus supplement or in the attached prospectus.
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424B5

· Title of the Series:
4.183% Subordinated Notes, due November 2027
· Aggregate Principal Amount Initially Being
Issued:
$2,000,000,000
· Issue Date:
November 25, 2016
· CUSIP No.:
06051GGC7
· ISIN:
US06051GGC78
· Maturity Date:
November 25, 2027
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Subordinated
· Day Count Fraction:
30/360
· Interest Rate:
4.183% per annum
· Interest Periods:
Semi-annual
· Interest Payment Dates:
May 25 and November 25 of each year, commencing May 25, 2017,
subject to following unadjusted business day convention.
· Record Dates for Interest Payments:
For book-entry only subordinated notes, one business day prior to the
applicable Interest Payment Date. If the subordinated notes are not
held in book-entry only form, the record dates will be the fifteenth
calendar day preceding the applicable Interest Payment Date as
originally scheduled to occur.
· Optional Redemption:
We will have the option to redeem the subordinated notes, in whole,
but not in part, on November 25, 2026 at 100% of the principal
amount of the subordinated notes being redeemed. If we redeem any
subordinated notes, we also will pay accrued and unpaid interest, if
any, thereon, to, but excluding, the redemption date. See "Specific
Terms of the Subordinated Notes--Optional Redemption of the
Subordinated Notes."
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-5
· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the subordinated notes initially being
issued without notice to the holders of existing fixed rate subordinated
notes by selling additional subordinated notes having the same terms,
provided that such

PS-2
Table of Contents

additional subordinated notes shall be fungible for U.S. federal
income tax purposes. However, any new subordinated notes of this
kind may have a different offering price and may begin to bear interest
on a different date.

Optional Redemption of the Subordinated Notes

We may redeem the subordinated notes, at our option, in whole, but not in part, on November 25, 2026, upon at least 10 business days' but
not more than 60 calendar days' prior written notice to holders of the subordinated notes being redeemed as described in the attached prospectus, at
a redemption price equal to 100% of the principal amount of the subordinated notes being redeemed, plus accrued and unpaid interest, if any,
thereon, to, but excluding, the redemption date.

Notwithstanding the foregoing, any interest on subordinated notes being redeemed that is due and payable on an Interest Payment Date falling
on or prior to a redemption date for such subordinated notes will be payable on such Interest Payment Date to holders of such subordinated notes
being redeemed as of the close of business on the relevant record date according to the terms of the subordinated notes and the Subordinated
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Indenture.

Unless we default on payment of the redemption price, interest will cease to accrue on the subordinated notes on the redemption date.

Redemption of the subordinated notes is subject to our receipt of any required prior approvals from the Board of Governors of the Federal
Reserve System or any other regulatory authority.

PS-3
Table of Contents
SUBORDINATION AND RANKING

The subordinated notes are unsecured and will be subordinate and junior in right of payment to all of our existing and future "senior
indebtedness" (as defined in the Subordinated Indenture) to the extent and in the manner provided in the Subordinated Indenture, as described in
"Description of Debt Securities--Subordination" in the attached prospectus. The subordinated notes will rank equally in right of payment with all
our other unsecured and subordinated indebtedness, other than unsecured and subordinated indebtedness that by its terms is subordinated to the
subordinated notes. As of September 30, 2016, on a non-consolidated basis we had approximately $142 billion of senior long-term debt and certain
short-term borrowings. "Senior indebtedness" also includes our obligations under letters of credit, guarantees, foreign exchange contracts and
interest rate swap contracts, none of which are included in such amount. In addition, holders of the subordinated notes may be fully subordinated to
interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

The subordinated notes will not be guaranteed by us or any of our affiliates and will not be subject to any other arrangement that legally or
economically enhances the ranking of the subordinated notes. To the extent then required by applicable laws or regulations, subordinated notes
may not be repaid prior to maturity without the requisite prior approvals, if any, from applicable regulators.

Due to differing subordination provisions in various series of subordinated debt securities issued by us and our predecessors, in the event of a
dissolution, winding up, liquidation, reorganization, insolvency, receivership or other proceeding, holders of the subordinated notes may receive
more or less, ratably, than holders of some other series of our outstanding subordinated debt securities.

For additional information regarding subordination and ranking of the subordinated notes, see "Description of the Notes--Ranking--
Subordinated Notes" in the attached prospectus supplement and "Description of the Debt Securities--Subordination" in the attached prospectus.

PS-4
Table of Contents
SUPPLEMENTAL INFORMATION CONCERNING
THE PLAN OF DISTRIBUTION AND CONFLICTS OF INTEREST

On November 21, 2016 we entered into an agreement with the selling agents identified below for the purchase and sale of the subordinated
notes. We have agreed to sell to each of the selling agents, and each of the selling agents has agreed to purchase from us, the principal amount of
the subordinated notes shown opposite its name in the table below at the applicable public offering price set forth above.

Principal Amount of
Selling Agent
Subordinated Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 1,540,000,000
ANZ Securities, Inc.

$
20,000,000
BBVA Securities Inc.

$
20,000,000
BNY Mellon Capital Markets, LLC

$
20,000,000
Capital One Securities, Inc.

$
20,000,000
Credit Agricole Securities (USA) Inc.

$
20,000,000
Danske Markets Inc.

$
20,000,000
Erste Group Bank AG

$
20,000,000
HSBC Securities (USA) Inc.

$
20,000,000
ING Financial Markets LLC

$
20,000,000
Mizuho Securities USA Inc.

$
20,000,000
MUFG Securities Americas Inc.

$
20,000,000
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424B5
nabSecurities, LLC

$
20,000,000
Rabo Securities USA, Inc.

$
20,000,000
RB International Markets (USA) LLC

$
20,000,000
RBS Securities Inc.

$
20,000,000
Santander Investment Securities Inc.

$
20,000,000
Scotia Capital (USA) Inc.

$
20,000,000
SG Americas Securities, LLC

$
20,000,000
Standard Chartered Bank

$
20,000,000
TD Securities (USA) LLC

$
20,000,000
The Huntington Investment Company

$
20,000,000
UniCredit Capital Markets LLC

$
20,000,000
Apto Partners, LLC

$
10,000,000
Drexel Hamilton, LLC

$
10,000,000

Total

$ 2,000,000,000

The selling agents may sell the subordinated notes to certain dealers at the public offering price, less a concession which will not exceed
0.250% of the principal amount of the subordinated notes, and the selling agents and those dealers may resell the subordinated notes to other
dealers at a reallowance discount which will not exceed 0.200% of the principal amount of the subordinated notes.

After the initial offering of the subordinated notes, the concessions and reallowance discounts for the subordinated notes may change.

We estimate that the total offering expenses for the subordinated notes, excluding the selling agents' commissions, will be approximately
$558,900.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is our wholly-owned subsidiary, and we will receive the net proceeds of the offering.

Some of the selling agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and
commissions for these transactions.

In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the

PS-5
Table of Contents
accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of
the selling agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their
customary risk management policies. Typically, such selling agents and their affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the
subordinated notes offered hereby. Any such short positions could adversely affect future trading prices of the subordinated notes offered hereby.
The selling agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments.

Erste Group Bank AG is not a U.S. registered broker-dealer, and will not effect any offers or sales of any subordinated notes in the United
States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory
Authority, Inc. ("FINRA").

Standard Chartered Bank is not a U.S. registered broker-dealer, and will not effect any offers or sales of any subordinated notes in the United
States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

TRUSTEE CONFLICT OF INTEREST

BNY Mellon Capital Markets, LLC, an affiliate of the trustee, is a selling agent for this offering. Therefore, if a default occurs with respect to
the subordinated notes, the trustee may have a conflicting interest for purposes of the Trust Indenture Act of 1939. In that event, except in very
limited circumstances, the trustee would be required to resign as trustee under the Subordinated Indenture under which the subordinated notes are
being issued and we would be required to appoint a successor trustee. The trustee will remain the trustee under the Subordinated Indenture until a
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424B5
successor is appointed. During the period of time until a successor is appointed, the trustee will have both (a) duties to noteholders under the
Subordinated Indenture and (b) a conflicting interest under the Subordinated Indenture for purposes of the Trust Indenture Act of 1939.

VALIDITY OF THE NOTES

In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the subordinated notes offered hereby
have been completed and executed by BAC, and authenticated by the trustee, and the subordinated notes have been delivered against payment
therefor as contemplated in this pricing supplement and the attached prospectus and prospectus supplement, all in accordance with the provisions
of the indenture governing the subordinated notes, such subordinated notes will be legal, valid and binding obligations of BAC, subject to the effect
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
hereof and is limited to the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the indenture governing the subordinated notes, the validity,
binding nature and enforceability of the indenture governing the subordinated notes with respect to the trustee, the legal capacity of natural persons,
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 letter of McGuireWoods LLP dated February 27, 2015, which has been filed as an exhibit to BAC's Registration
Statement relating to the subordinated notes filed with the Securities and Exchange Commission on February 27, 2015.

PS-6
Table of Contents

Medium-Term Notes, Series L
We may offer from time to time our Bank of America Corporation Medium-Term Notes, Series L. The specific terms of any notes that we offer
will be determined before each sale and will be described in a separate product supplement, index supplement and/or pricing supplement (each, a
"supplement"). Terms may include:

· Priority: senior or subordinated
· Maturity: three months or more

· Interest rate: notes may bear interest at fixed or floating rates, or
· Indexed notes: principal, premium (if any), interest payments, or
may not bear any interest
other amounts payable (if any) linked, either directly or indirectly,

to the price or performance of one or more market measures,
· Base floating rates of interest:

including securities, currencies or composite currencies,

funds rate
commodities, interest rates, stock or commodity indices, exchange

traded funds, currency indices, consumer price indices, inflation

LIBOR
indices, or any combination of the above

EURIBOR
· Payments: U.S. dollars or any other currency that we specify in the

prime rate
applicable supplement

treasury rate

any other rate we specify

We may sell notes to the selling agents as principal for resale at varying or fixed offering prices or through the selling agents as agents using their
best efforts on our behalf. We also may sell the notes directly to investors.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of any notes. In addition, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, or any of our other affiliates, may use this prospectus supplement and the accompanying prospectus in a market-
making transaction in any notes after their initial sale. Unless we or one of our selling agents informs you otherwise in the confirmation of sale,
this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
Unless otherwise specified in the applicable supplement, we do not intend to list the notes on any securities exchange.
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424B5
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5.

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America,
N.A. or any other bank, 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, any state securities commission, or any other regulatory body has approved or disapproved of
these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

BofA Merrill Lynch

Prospectus Supplement to Prospectus dated May 1, 2015
October 17, 2016
Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Description of Purchase Contracts

47
About this Prospectus Supplement

S-3
General

47
Risk Factors

S-5
Purchase Contract Property

47
Description of the Notes

S-8
Information in Supplement

48
General

S-9
Prepaid Purchase Contracts; Applicability of Indenture

49
Types of Notes

S-9
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection
49
Payment of Principal, Interest, and Other Amounts Due

S-11
Pledge by Holders to Secure Performance

50
Ranking

S-14
Settlement of Purchase Contracts That Are Part of Units

50
Redemption

S-15
Failure of Holder to Perform Obligations

50
Repayment

S-15
Description of Units

51
Reopenings

S-15
General

51
Extendible/Renewable Notes

S-15
Unit Agreements: Prepaid, Non-Prepaid, and Other

51
Other Provisions

S-15
Modification

52
Repurchase

S-15
Enforceability of Rights of Unitholders; No Trust Indenture Act
Form, Exchange, Registration, and Transfer of Notes

S-16
Protection

52
U.S. Federal Income Tax Considerations

S-16
Description of Preferred Stock

53
Supplemental Plan of Distribution (Conflicts of Interest)

S-16
General

53
Selling Restrictions

S-19
Dividends

54
Legal Matters

S-28
Voting

54

Page
Liquidation Preference

54
Prospectus

Preemptive Rights

55
About this Prospectus

3
Existing Preferred Stock

55
Prospectus Summary

4
Additional Classes or Series of Stock

85
Risk Factors

9
Description of Depositary Shares

85
Currency Risks

9
General

85
Reform of LIBOR and EURIBOR and Proposed Regulation of These
Terms of the Depositary Shares

85
and Other "Benchmarks"

11
Withdrawal of Preferred Stock

86
Risks Related to our Common Stock and Preferred Stock

13
Dividends and Other Distributions

86
Other Risks

14
Redemption of Depositary Shares

86
Bank of America Corporation

16
Voting the Deposited Preferred Stock

87
Use of Proceeds

16
Amendment and Termination of the Deposit Agreement

87
Description of Debt Securities

17
Charges of Depository

87
General

17
Miscellaneous

88
The Indentures

17
Resignation and Removal of Depository

88
Form and Denomination of Debt Securities

18
Description of Common Stock

88
Different Series of Debt Securities

19
General

88
Fixed-Rate Notes

20
Voting and Other Rights

88
Floating-Rate Notes

20
Dividends

89
Indexed Notes

28
Certain Anti-Takeover Matters

89
Floating-Rate/Fixed-Rate/Indexed Notes

29
Registration and Settlement

91
Original Issue Discount Notes

29
Book-Entry Only Issuance

91
Payment of Principal, Interest, and Other Amounts Due

30
Certificated Securities

91
No Sinking Fund

33
Street Name Owners

92
Redemption

33
Legal Holders

92
Repayment

34
Special Considerations for Indirect Owners

92
Repurchase

34
Depositories for Global Securities

93
Conversion

34
Special Considerations for Global Securities

97
Exchange, Registration, and Transfer

35
Registration, Transfer, and Payment of Certificated Securities

98
Subordination

35
U.S. Federal Income Tax Considerations

99
Sale or Issuance of Capital Stock of Banks

36
Taxation of Debt Securities

100
Limitation on Mergers and Sales of Assets

37
Taxation of Common Stock, Preferred Stock, and Depositary Shares
115
Waiver of Covenants

37
Taxation of Warrants

121
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424B5
Modification of the Indentures

37
Taxation of Purchase Contracts

121
Meetings and Action by Securityholders

38
Taxation of Units

121
Events of Default and Rights of Acceleration

38
Reportable Transactions

121
Collection of Indebtedness

38
Foreign Account Tax Compliance Act

122
Payment of Additional Amounts

39
EU Directive on the Taxation of Savings Income

123
Redemption for Tax Reasons

42
Plan of Distribution (Conflicts of Interest)

124
Defeasance and Covenant Defeasance

43
Distribution Through Underwriters

124
Notices

44
Distribution Through Dealers

125
Concerning the Trustees

44
Distribution Through Agents

125
Governing Law

44
Direct Sales

125
Description of Warrants

44
General Information

125
General

44
Market-Making Transactions by Affiliates

126
Description of Debt Warrants

44
Conflicts of Interest

126
Description of Universal Warrants

45
ERISA Considerations

128
Modification

46
Where You Can Find More Information

130
Enforceability of Rights of Warrantholders; No Trust Indenture Act
Forward-Looking Statements

131
Protection

47
Legal Matters

132
Experts

132

S-2
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We have registered the notes on a registration statement on Form S-3 with the Securities and Exchange Commission under Registration
No. 333-202354.
From time to time, we intend to use this prospectus supplement, the accompanying prospectus, and a related product supplement, index
supplement and/or pricing supplement to offer the notes. We may refer to any pricing supplement as a "term sheet." You should read each of these
documents before investing in the notes.
This prospectus supplement describes additional terms of the notes and supplements the description of our debt securities contained in the
accompanying prospectus. If the information in this prospectus supplement is inconsistent with the prospectus, this prospectus supplement will
supersede the information in the prospectus.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy the notes
in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus
and the offering of the notes in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the accompanying
prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus
supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the distribution of this
prospectus supplement and the accompanying prospectus and the offering of the notes outside of the United States. See "Supplemental Plan of
Distribution (Conflicts of Interest)."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") will be made
under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of any notes which are
contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us
or any of the selling agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the selling agents have authorized, and neither we nor they
authorize, the making of any offer of notes in circumstances in which an obligation arises for us or any selling agent to publish or supplement a
prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the accompanying
prospectus constitutes an approved prospectus for the purposes of the Prospective Directive.
For each offering of notes, we will issue a product supplement, index supplement, and/or a pricing supplement which will contain additional
terms of the offering and a specific description of the notes being offered. A supplement also may add, update, or change information in this
prospectus supplement or the accompanying prospectus, including provisions describing the calculation of the amounts due under the notes and the
method of making payments under the terms of a note. We will state in the applicable supplement the interest rate or interest rate basis or formula,
issue price, any relevant market measures, the maturity date, interest payment dates, redemption, or repayment provisions, if any, and other relevant
terms and conditions for each note

S-3
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424B5
Table of Contents
at the time of issuance. A supplement also may include a discussion of any risk factors or other special additional considerations that apply to a
particular type of note. Each applicable supplement can be quite detailed and always should be read carefully.
Any term that is used, but not defined, in this prospectus supplement has the meaning set forth in the accompanying prospectus.

S-4
Table of Contents
RISK FACTORS
Your investment in the notes involves significant risks. 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, in the accompanying prospectus beginning on page 9, and in the relevant
supplement(s) for the specific notes, 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. For information regarding risks and
uncertainties that may materially affect our business and results, please refer to the information under the captions "Item 1A. Risk Factors" and
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year
ended December 31, 2015, which is incorporated by reference in the accompanying prospectus, as well as those risks and uncertainties discussed in
our subsequent filings that are incorporated by reference in the accompanying prospectus. You should also review the risk factors that will be set
forth in other documents that we will file after the date of this prospectus supplement.
A resolution under our preferred single point of entry resolution strategy could adversely affect our liquidity and financial condition and
our ability to pay the holders of our debt securities.
We are required annually to submit a plan to our primary regulatory authorities describing our resolution strategy under the U.S. Bankruptcy
Code in the event of material financial distress or failure. In our current plan, our preferred resolution strategy is a single point of entry strategy.
This strategy provides that only Bank of America is resolved under the U.S. Bankruptcy Code and contemplates providing certain key operating
subsidiaries with sufficient capital and liquidity to operate through severe stress and to enable such subsidiaries to continue operating following a
Bank of America bankruptcy. We have entered into intercompany arrangements governing the contribution of capital and liquidity with these key
subsidiaries. As part of these arrangements, we have transferred certain of our assets (and have agreed to transfer additional assets) to a wholly-
owned holding company subsidiary in exchange for a subordinated note. Certain of our remaining assets secure our ongoing obligations under
these intercompany arrangements. The wholly-owned holding company subsidiary has also provided a committed line of credit which, in addition
to our cash, dividends and interest payments, including interest payments we receive in respect of the subordinated note, may be used to fund our
obligations. These intercompany arrangements include provisions to terminate the line of credit, forgive the subordinated note and require us to
contribute our remaining financial assets to the wholly-owned holding company subsidiary if our projected liquidity resources deteriorate so
severely that resolution becomes imminent, which could materially and adversely affect our liquidity and ability to meet our payment obligations,
including under the notes. In addition, our preferred resolution strategy could result in holders of notes being in a worse position and suffering
greater losses than would have been the case under bankruptcy or other resolution scenarios or plans.
Our obligations on the notes will be structurally subordinated to liabilities of our subsidiaries.
Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon such subsidiary's liquidation
or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent we may ourselves be recognized as a
creditor of that subsidiary. As a result, our obligations under the notes will be structurally subordinated to all existing and future liabilities of our
subsidiaries, and claimants should look

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only to our assets for payments. In addition, creditors of subsidiaries recapitalized pursuant to our current resolution plan would generally be
entitled to payment of their claims from the assets of the subsidiaries, including our contributed assets.
The ultimate impact of the Federal Reserve Board's recently proposed rules requiring U.S. G-SIBs to maintain minimum amounts of
long-term debt meeting specified eligibility requirements is uncertain.
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On October 30, 2015, the Federal Reserve Board released for comment proposed rules (the "TLAC Rules") that would require the eight U.S.
globally systemically important banks ("G-SIBs"), including Bank of America, among other things, to maintain minimum amounts of long-term
debt ("LTD") satisfying certain eligibility criteria commencing January 1, 2019. As proposed, the TLAC Rules would disqualify from eligible
LTD, among other instruments, debt securities that permit acceleration for reasons other than insolvency or payment default, as well as debt
securities defined as structured notes in the TLAC Rules and debt securities not governed by U.S. law. The currently outstanding senior LTD of
U.S. G-SIBs, including Bank of America, typically permits acceleration for reasons other than insolvency or payment default and, as a result,
neither such outstanding senior LTD nor any subsequently issued senior LTD with similar terms would qualify as eligible LTD under the proposed
rules. The U.S. G-SIBs, including Bank of America, may need to take action to comply with the final TLAC Rules depending in substantial part
on the ultimate eligibility requirements for senior LTD and any grandfathering provisions.
The market value of the notes may be less than the principal amount of the notes.
The market for, and market value of, the notes may be affected by a number of factors. These factors include:

· the method of calculating the principal, premium, if any, interest or other amounts payable, if any, on the notes;

· the time remaining to maturity of the notes;

· the aggregate amount outstanding of the relevant notes;

· any redemption or repayment features of the notes;

· the level, direction, and volatility of market interest rates generally;

· general economic conditions of the capital markets in the United States;

· geopolitical conditions and other financial, political, regulatory, and judicial events that affect the stock markets generally; and

· any market-making activities with respect to the notes.
Often, the only way to liquidate your investment in the notes prior to maturity will be to sell the notes. At that time, there may be a very
illiquid market for the notes or no market at all. For indexed notes that have specific investment objectives or strategies, the applicable trading
market may be more limited, and the price may be more volatile, than for other notes. The market value of indexed notes may be adversely
affected by the complexity of the payout formula and volatility of the applicable market measure, including any dividend rates or yields of other
securities or financial instruments that relate to the indexed notes. Moreover, the market value of indexed notes could be adversely affected by
changes in the amount of outstanding debt, equity, or other securities linked to the applicable market measures, assets or formula applicable to
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Holders of indexed notes are subject to important risks that are not associated with more conventional debt securities.
If you invest in indexed notes, you will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt
securities. These risks include the possibility that the applicable market measures may be subject to fluctuations, and the possibility that you will
receive a lower, or no, amount of principal, premium, or interest, and at different times, than expected. In recent years, many securities, currencies,
commodities, interest rates, indices, and other market measures have experienced volatility, and this volatility may be expected in the future.
However, past experience is not necessarily indicative of what may occur in the future. We have no control over a number of matters, including
economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of market volatility and other
risks and their impact on the value of, or payments made on, the indexed notes. Further, you should assume that there is no statutory, judicial, or
administrative authority that addresses directly the characterization of some types of indexed notes or similar instruments for U.S. federal or other
income tax purposes. As a result, the income tax consequences of an investment in indexed notes are not certain. In considering whether to
purchase indexed notes, you should be aware that the calculation of amounts payable on indexed notes may involve reference to a market measure
determined by one of our affiliates or prices or values that are published solely by third parties or entities which are not regulated by the laws of the
United States. Additional risks that you should consider in connection with an investment in indexed notes are set forth in the applicable
supplement(s) for the notes.
Our obligations under subordinated notes will be subordinated.
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Holders of our subordinated notes should recognize that contractual provisions in the Subordinated Indenture may prohibit us from making
payments on the subordinated notes. The subordinated notes are unsecured and subordinate and junior in right of payment to all of our senior
indebtedness (as defined in the Subordinated Indenture), to the extent and in the manner provided in the Subordinated Indenture. In addition, the
subordinated notes may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency,
liquidation or similar proceedings, including a proceeding under the "orderly liquidation authority" provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010. For additional information regarding the subordination provisions applicable to the subordinated
notes, see "Description of Debt Securities -- Subordination" in the accompanying prospectus.
Our subordinated notes are subject to limited rights of acceleration.
Payment of our subordinated notes may be accelerated only in the event of our voluntary or involuntary bankruptcy under federal bankruptcy
laws (and, in the case of our involuntary bankruptcy, continuing for a period of 60 days). If you purchase any subordinated notes, you will have no
right to accelerate the payment of the subordinated notes if we fail to pay interest on such notes or if we fail in the performance of any of our other
obligations under such notes.
Floating-rate notes bear additional risks.
If your notes bear interest at a floating rate, there will be additional significant risks not associated with a conventional fixed-rate debt
security. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than
expected. We have no control over a number of matters, including economic, financial, and political events, that are important in determining the
existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, your floating-rate

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notes. In recent years, interest rates have been volatile, and that volatility may be expected in the future.
Our hedging activities may affect your return at maturity and the market value of the notes.
At any time, we or our affiliates may engage in hedging activities relating to the notes. This hedging activity, in turn, may increase or
decrease the market value of the notes. In addition, we or our affiliates may acquire a long or short position in the notes from time to time. All or a
portion of these positions may be liquidated at or about the time of maturity of the notes. The aggregate amount and the composition of these
positions are likely to vary over time. We have no reason to believe that any of our hedging activities will have a material effect on the notes, either
directly or indirectly, by impacting the value of the notes. However, we cannot assure you that our activities or affiliates' activities will not affect
these values.
Our hedging and trading activities may create conflicts of interest with you.
From time to time during the term of each series of notes and in connection with the determination of the payments on the notes, we or our
affiliates may enter into additional hedging transactions or adjust or close out existing hedging transactions. We or our affiliates also may enter into
hedging transactions relating to other notes or instruments that we issue, some of which may have returns calculated in a manner related to that of a
particular series of notes. We or our affiliates will price these hedging transactions with the intent to realize a profit, considering the risks inherent
in these hedging activities, whether the value of the notes increases or decreases. However, these hedging activities may result in a profit that is
more or less than initially expected, or could result in a loss.
We or one or more of our affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may engage in trading activities that are
not for your account or on your behalf. These trading 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 activities, if they influence the market measure or other reference asset (if any) for the notes or
secondary trading (if any) in the notes, could be adverse to your interests as a beneficial owner of the notes.
DESCRIPTION OF THE NOTES
This section describes the general terms and conditions of the notes, which may be senior or subordinated medium-term notes. This section
supplements, and should be read together with, the general description of our debt securities included in "Description of Debt Securities" in the
accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
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