Obligation Bank of America 0% ( US06051GFY08 ) en USD

Bank of America

100.003 % ▲

Etats-unis

US06051GFY08 ( en USD )

21/10/2022 - Obligation échue

Prospectus brochure de l'obligation Bank of America US06051GFY08 en USD 0%, échue

06051GFY0

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'obligation américaine de Bank of America (ISIN : US06051GFY08, CUSIP : 06051GFY0), libellée en USD et affichant un taux d'intérêt de 0%, est arrivée à échéance le 21 octobre 2022 et a été intégralement remboursée à un prix de marché de 100,003%.

424B5
424B5 1 d264493d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202354

Pricing Supplement No. 229
(To Prospectus dated May 1, 2015 and
Prospectus Supplement dated October 17, 2016)
October 18, 2016

$5,000,000,000

Medium-Term Notes, Series L

$500,000,000 Floating Rate Senior Notes, due October 2022

$2,000,000,000 2.503% Senior Notes, due October 2022

$2,500,000,000 3.248% Senior Notes, due October 2027

This pricing supplement describes three series of our senior notes that will be issued under our Medium-Term Note Program, Series L. We refer to
our Floating Rate Senior Notes, due October 2022 as the "floating rate notes," to our 2.503% Senior Notes, due October 2022 as the "6-year fixed
rate notes," to our 3.248% Senior Notes, due October 2027 as the "11-year fixed rate notes," to the 6-year fixed rate notes and the 11-year fixed
rate notes together as the "fixed rate notes" and to the fixed rate notes and the floating rate notes collectively as the "notes."
The floating rate notes mature on October 21, 2022. We will pay interest on the floating rate notes for each quarterly interest period at a floating
rate per annum equal to three-month LIBOR plus a spread of 1.180%.
The 6-year fixed rate notes mature on October 21, 2022. We will pay interest on the 6-year fixed rate notes for each semi-annual interest period at
a rate of 2.503% per annum.
The 11-year fixed rate notes mature on October 21, 2027. We will pay interest on the 11-year fixed rate notes for each semi-annual interest period
at a rate of 3.248% per annum.
We will have the option to redeem the notes as described in this pricing supplement under the headings "Specific Terms of the Notes--Optional
Redemption of the Floating Rate Notes" and "Specific Terms of the Notes--Optional Redemption of the Fixed Rate Notes," as applicable.
The notes are unsecured and rank equally with all of our other unsecured and senior indebtedness outstanding from time to time. We do not intend
to list the notes on any securities exchange.
Investing in the 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
these 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.

Floating Rate Notes
6-Year Fixed Rate Notes
11-Year Fixed Rate Notes

Per Note
Total
Per Note
Total
Per Note
Total

Public Offering Price
100.000% $500,000,000 100.000% $2,000,000,000 100.000% $2,500,000,000
Selling Agents' Commission

0.350% $
1,750,000
0.350% $
7,000,000
0.450% $
11,250,000

Proceeds (before expenses)
99.650% $498,250,000 99.650% $1,993,000,000 99.550% $2,488,750,000
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on or about October 21, 2016.

Sole Book-Runner

BofA Merrill Lynch

ANZ Securities

Barclays

BBVA

BMO Capital Markets
BNY Mellon Capital Markets, LLC

Capital One Securities

Credit Agricole CIB

Danske Markets Inc.
Erste Bank

HSBC

ING

Lloyds Securities
Mizuho Securities

nabSecurities, LLC

Rabo Securities

RBS
Santander

Scotiabank

SOCIETE GENERALE

SMBC Nikko
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Huntington Investment Company

UniCredit Capital Markets
Blaylock Beal Van, LLC

CastleOak Securities, L.P.

Mischler Financial Group, Inc.

Siebert Cisneros Shank & Co., L.L.C.
Table of Contents
SPECIFIC TERMS OF THE NOTES

The following descriptions of the specific terms of the notes supplement, 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.

Terms of the Floating Rate Notes
· Title of Series:
Floating Rate Senior Notes, due October 2022
· Aggregate Principal Amount Initially Being Issued:
$500,000,000
· Issue Date:
October 21, 2016
· CUSIP No.:
06051GFY0
· ISIN:
US06051GFY08
· Maturity Date:
October 21, 2022
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Senior
· Day Count Fraction:
Actual/360
· Base Rate:
Three-Month LIBOR (Reuters page LIBOR01)
· Index Maturity:
90 days
· Spread:
118 basis points
· Interest Periods:
Quarterly
· Interest Payment Dates and Interest Reset Dates:
January 21, April 21, July 21 and October 21 of each year, beginning
January 21, 2017, subject to adjustment in accordance with modified
following business day convention (adjusted).
· Interest Determination Dates:
Second London banking day prior to applicable Interest Reset Date.
· Record Dates for Interest Payments:
For book-entry only floating rate notes, one business day prior to the
applicable Interest Payment Date. If the floating rate 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.

PS-2
Table of Contents
· Optional Redemption:
We will have the option to redeem the floating rate notes, in whole,
but not in part, on October 21, 2021 at 100% of the principal amount
of the floating rate notes being redeemed, plus accrued and unpaid
interest, if any, thereon, to, but excluding, the redemption date. See
"Specific Terms of the Notes--Optional Redemption of the Floating
Rate Notes."
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-9.
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· Further Issuances:
We have the ability to "reopen," or increase after
the Issue Date, the aggregate principal amount of the floating rate
notes initially being issued without notice to the holders of existing
floating rate notes by selling additional floating rate notes having the
same terms, provided that such additional floating rate notes shall be
fungible for U.S. federal income tax purposes. However, any new
floating rate notes of this kind may have a different offering price and
may begin to bear interest on a different date.

PS-3
Table of Contents
Terms of the 6-Year Fixed Rate Notes
· Title of Series:
2.503% Senior Notes, due October 2022
· Aggregate Principal Amount Initially Being Issued:
$2,000,000,000
· Issue Date:
October 21, 2016
· CUSIP No.:
06051GFZ7
· ISIN:
US06051GFZ72
· Maturity Date:
October 21, 2022
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Senior
· Day Count Fraction:
30/360
· Interest Rate:
2.503%
· Interest Periods:
Semi-annual
· Interest Payment Dates:
April 21 and October 21 of each year, beginning April 21, 2017,
subject to following unadjusted business day convention.
· Record Dates for Interest Payments:
For book-entry only 6-year fixed rate notes, one business day prior to
the applicable Interest Payment Date. If the 6-year fixed rate 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 6-year fixed rate notes, in
whole at any time or in part from time to time, on or after October 22,
2017 (or, if additional 6-year fixed rate notes are issued after October
21, 2016, on or after the later of October 22, 2017 and six months after
the issue date of such additional 6-year fixed rate notes), except for
October 21, 2021, at the applicable "make-whole" redemption price
for the 6-year fixed rate notes described below under the heading
"Specific Terms of the Notes--Optional Redemption of the Fixed
Rate Notes." We also will have the option to redeem the 6-year fixed
rate notes, in whole, but not in part, on October 21, 2021 at 100% of
the principal amount of the 6-year fixed rate notes being redeemed. If
we redeem any 6-year fixed rate notes, we also will pay accrued and
unpaid interest, if any, thereon, to, but excluding, the redemption date.
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-9.

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Table of Contents
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· Further Issuances:
We have the ability to "reopen," or increase after
the Issue Date, the aggregate principal amount of the 6-year fixed rate
notes initially being issued without notice to the holders of existing
6-year fixed rate notes by selling additional 6-year fixed rate notes
having the same terms, provided that such additional 6-year fixed rate
notes shall be fungible for U.S. federal income tax purposes.
However, any new 6-year fixed rate notes of this kind may have a
different offering price and may begin to bear interest on a different
date.

PS-5
Table of Contents
Terms of the 11-Year Fixed Rate Notes
· Title of the Series:
3.248% Senior Notes, due October 2027
· Aggregate Principal Amount Initially
$2,500,000,000
Being Issued:

· Issue Date:
October 21, 2016
· CUSIP No.:
06051GGA1
· ISIN:
US06051GGA13
· Maturity Date:
October 21, 2027
· Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· Ranking:
Senior
· Day Count Fraction:
30/360
· Interest Rate:
3.248%
· Interest Periods:
Semi-annual
· Interest Payment Dates:
April 21 and October 21 of each year, commencing April 21, 2017,
subject to following unadjusted business day convention.
· Record Dates for Interest Payments:
For book-entry only 11-year fixed rate notes, one business day prior
to the applicable Interest Payment Date. If the 11-year fixed rate 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 11-year fixed rate notes, in
whole at any time or in part from time to time, on or after October 22,
2017 (or, if additional 11-year fixed rate notes are issued after October
21, 2016, on or after the later of October 22, 2017 and six months after
the issue date of such additional 11-year fixed rate notes), except for
October 21, 2026, at the applicable "make-whole" redemption price
for the 11-year fixed rate notes described below under the heading
"Specific Terms of the Notes--Optional Redemption of the Fixed
Rate Notes." We also will have the option to redeem the 11-year fixed
rate notes, in whole, but not in part, on October 21, 2026 at 100% of
the principal amount of the 11-year fixed rate notes being redeemed. If
we redeem any 11-year fixed rate notes, we also will pay accrued and
unpaid interest, if any, thereon, to, but excluding, the redemption date.
· Repayment at Option of Holder:
None
· Listing:
None
· Selling Agents and Conflicts of Interest:
As set forth beginning on page PS-9.
· Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the 11-year fixed rate notes initially
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being

PS-6
Table of Contents

issued without notice to the holders of existing 11-year fixed rate
notes by selling additional 11-year fixed rate notes having the same
terms, provided that such additional 11-year fixed rate notes shall be
fungible for U.S. federal income tax purposes. However, any new 11-
year fixed rate notes of this kind may have a different offering price
and may begin to bear interest on a different date.

Optional Redemption of the Floating Rate Notes

We may redeem the floating rate notes, at our option, in whole, but not in part, on the Interest Payment Date on October 21, 2021, upon at
least 10 business days' but not more than 60 calendar days' prior written notice to holders of the floating rate notes as described in the attached
prospectus, at a redemption price equal to 100% of the principal amount of the floating rate notes being redeemed, plus accrued and unpaid interest,
if any, thereon, to, but excluding, the redemption date.

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

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

Optional Redemption of the Fixed Rate Notes

We may redeem either or both of the 6-year fixed rate notes and the 11-year fixed rate notes, at our option, in whole, but not in part, on (a)
for the 6-year fixed rate notes, October 21, 2021, and (b) for the 11-year fixed rate notes, October 21, 2026, upon at least 10 business days' but not
more than 60 calendar days' prior written notice to holders of the applicable fixed rate notes being redeemed as described in the attached
prospectus, at a redemption price equal to 100% of the principal amount of the applicable fixed rate notes being redeemed, plus accrued and unpaid
interest, if any, thereon, to, but excluding, the redemption date.

In addition, we may redeem either or both of the 6-year fixed rate notes and the 11-year fixed rate notes, at our option, in whole at any time
or in part from time to time, on or after October 22, 2017 (or, if additional 6-year fixed rate notes or 11-year fixed rate notes, as applicable, are
issued after October 21, 2016, on or after the later of October 22, 2017 and six months after the issue date of such additional 6-year fixed rate notes
or 11-year fixed rate notes, as applicable), except for (a) October 21, 2021 in the case of the 6-year fixed rate notes and (b) October 21, 2026 in the
case of the 11-year fixed rate notes, upon at least 10 business days' but not more than 60 calendar days' prior written notice to the holders of the
applicable fixed rate notes being redeemed as described in the attached prospectus, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the applicable fixed rate notes to be redeemed; or

(ii) as determined by the quotation agent described below, the sum of the present values of the remaining scheduled payments of
principal and interest on the applicable fixed rate notes to be redeemed, not including interest accrued to, but excluding, the redemption
date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
treasury rate plus (x) for the 6-year fixed rate notes, 20 basis points, and (y) for the 11-year fixed rate notes, 25 basis points,

plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the applicable fixed rate notes being redeemed
to, but excluding, the applicable redemption date.

PS-7
Table of Contents
Notwithstanding the foregoing, any interest on fixed rate notes being redeemed that is due and payable on an Interest Payment Date falling on
or prior to a redemption date for such fixed rate notes will be payable on such Interest Payment Date to holders of such fixed rate notes being
redeemed as of the close of business on the relevant record date according to the terms of the applicable fixed rate notes and the Senior Indenture.

"treasury rate" means, with respect to any redemption date, the rate per annum equal to: (1) the yield, under the heading that represents the
average for the week immediately prior to the calculation date, appearing in the most recently published statistical release designated "H.15(519),"
or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on
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actively traded U.S. Treasury securities adjusted to constant maturity, under the caption "Treasury Constant Maturities" for the maturity
corresponding to the applicable comparable treasury issue; provided that, if no maturity is within three months before or after the stated Maturity
Date of the applicable fixed rate notes to be redeemed, yields for the two published maturities most closely corresponding to the applicable
comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from those yields on a straight-line basis,
rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week immediately prior to the calculation
date or does not contain such yields, the semi-annual equivalent yield to maturity or interpolated maturity (on a day-count basis) of the comparable
treasury issue, calculated using a price for the applicable comparable treasury issue (expressed as a percentage of its principal amount) equal to the
related comparable treasury price for such redemption date.

The treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of the
applicable fixed rate notes to be redeemed.

In determining the treasury rate, the below terms will have the following meaning:

"comparable treasury issue" means, with respect to any redemption date, the U.S. Treasury security or securities selected by the quotation
agent as having an actual or interpolated (on a day-count basis) maturity comparable to the remaining term of the applicable fixed rate notes to be
redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such fixed rate notes.

"comparable treasury price" means, with respect to any redemption date, (1) the average of five reference treasury dealer quotations for
such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than
five such reference treasury dealer quotations, the average of all such quotations.

"quotation agent" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, or its successor, or, if that firm is unwilling or unable to
select the comparable treasury issue, an investment bank of national standing appointed by us.

"reference treasury dealer" means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, unless that firm ceases to be a primary U.S.
government securities dealer in New York City (referred to in this pricing supplement as a "primary treasury dealer"), in which case we will
substitute another primary treasury dealer, and (2) four other primary treasury dealers that we may select.

"reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the average, as
determined by the quotation agent, of the bid and asked prices for the applicable comparable treasury issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.

Unless we default on payment of the applicable redemption price, interest will cease to accrue on the applicable fixed rate notes or portions
thereof called for redemption on the applicable redemption date. If

PS-8
Table of Contents
fewer than all of the applicable fixed rate notes are to be redeemed, for so long as such fixed rate notes are in book-entry only form, such fixed rate
notes to be redeemed will be selected in accordance with the procedures of The Depository Trust Company.

Because Merrill Lynch, Pierce, Fenner & Smith Incorporated is our affiliate, the economic interests of Merrill Lynch, Pierce, Fenner &
Smith Incorporated may be adverse to your interests as a holder of the fixed rate notes subject to our redemption, including with respect to certain
determinations and judgments it must make as quotation agent in the event that we redeem the fixed rate notes before their maturity pursuant to
the "make-whole" optional redemption described above. Merrill Lynch, Pierce, Fenner & Smith Incorporated is obligated to carry out its duties
and functions as quotation agent in good faith.

Supplemental Information Concerning the Plan of Distribution and Conflicts of Interest

On October 18, 2016, we entered into an agreement with the selling agents identified below for the purchase and sale of the 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 notes shown
opposite its name in the table below at the public offering price set forth above.

Principal Amount
Principal Amount
Principal Amount
of Floating Rate
of 6-Year Fixed
of 11-Year Fixed
Selling Agent
Notes
Rate Notes
Rate Notes

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

$ 385,000,000
$1,540,000,000
$1,925,000,000
ANZ Securities, Inc.

$
5,000,000
$
20,000,000
$
25,000,000
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Barclays Capital Inc.

$
5,000,000
$
20,000,000
$
25,000,000
BBVA Securities Inc.

$
5,000,000
$
20,000,000
$
25,000,000
BMO Capital Markets Corp.

$
5,000,000
$
20,000,000
$
25,000,000
BNY Mellon Capital Markets, LLC

$
5,000,000
$
20,000,000
$
25,000,000
Capital One Securities, Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Credit Agricole Securities (USA) Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Danske Markets Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Erste Group Bank AG

$
5,000,000
$
20,000,000
$
25,000,000
HSBC Securities (USA) Inc.

$
5,000,000
$
20,000,000
$
25,000,000
ING Financial Markets LLC

$
5,000,000
$
20,000,000
$
25,000,000
Lloyds Securities Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Mizuho Securities USA Inc.

$
5,000,000
$
20,000,000
$
25,000,000
nabSecurities, LLC

$
5,000,000
$
20,000,000
$
25,000,000
Rabo Securities USA, Inc.

$
5,000,000
$
20,000,000
$
25,000,000
RBS Securities Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Santander Investment Securities Inc.

$
5,000,000
$
20,000,000
$
25,000,000
Scotia Capital (USA) Inc.

$
5,000,000
$
20,000,000
$
25,000,000
SG Americas Securities, LLC

$
5,000,000
$
20,000,000
$
25,000,000
SMBC Nikko Securities America, Inc.

$
5,000,000
$
20,000,000
$
25,000,000
The Huntington Investment Company

$
5,000,000
$
20,000,000
$
25,000,000
UniCredit Capital Markets LLC

$
5,000,000
$
20,000,000
$
25,000,000
Blaylock Beal Van, LLC

$
1,250,000
$
5,000,000
$
6,250,000
CastleOak Securities, L.P.

$
1,250,000
$
5,000,000
$
6,250,000
Mischler Financial Group, Inc.

$
1,250,000
$
5,000,000
$
6,250,000
Siebert Cisneros Shank & Co., L.L.C.

$
1,250,000
$
5,000,000
$
6,250,000

Total

$ 500,000,000
$2,000,000,000
$2,500,000,000

The selling agents may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.200% of the
principal amount of the floating rate notes, 0.200% of the principal

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amount of the 6-year fixed rate notes and 0.250% of the principal amount of the 11-year fixed rate notes, and the selling agents and those dealers
may resell the notes to other dealers at a reallowance discount which will not exceed 0.150% of the principal amount of the floating rate notes,
0.150% of the principal amount of the 6-year fixed rate notes and 0.200% of the principal amount of the 11-year fixed rate notes.

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

We estimate that the total offering expenses for the notes, excluding the selling agents' commissions, will be approximately $1,219,500.

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 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 notes offered hereby. Any such short positions could adversely affect future trading prices of the 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
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instruments.

Erste Group Bank AG is not a U.S. registered broker-dealer, and will not effect any offers or sales of any 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.

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 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 Senior Indenture under which the notes are being issued and we would
be required to appoint a successor trustee. The trustee will remain the trustee under the Senior Indenture until a successor is appointed. During the
period of time until a successor is appointed, the trustee will have both (a) duties to noteholders under the Senior Indenture and (b) a conflicting
interest under the Senior 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 notes offered hereby have been
completed and executed by BAC, and authenticated by the trustee, and the

PS-10
Table of Contents
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 notes, such 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 notes, the
validity, binding nature and enforceability of the indenture governing the 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 notes filed with the Securities and Exchange Commission on February 27, 2015.

PS-11
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
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424B5
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.
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
Payment of Principal, Interest, and Other Amounts Due

S-11
Protection

49
Ranking

S-14
Pledge by Holders to Secure Performance

50
Redemption

S-15
Settlement of Purchase Contracts That Are Part of Units

50
Repayment

S-15
Failure of Holder to Perform Obligations

50
Reopenings

S-15
Description of Units

51
Extendible/Renewable Notes

S-15
General

51
Other Provisions

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

51
Repurchase

S-15
Modification

52
Form, Exchange, Registration, and Transfer of Notes

S-16
Enforceability of Rights of Unitholders; No Trust Indenture Act
U.S. Federal Income Tax Considerations

S-16
Protection

52
Supplemental Plan of Distribution (Conflicts of Interest)

S-16
Description of Preferred Stock

53
Selling Restrictions

S-19
General

53
Legal Matters

S-28
Dividends

54

Page
Voting

54
Prospectus

Liquidation Preference

54
About this Prospectus

3
Preemptive Rights

55
Prospectus Summary

4
Existing Preferred Stock

55
Risk Factors

9
Additional Classes or Series of Stock

85
Currency Risks

9
Description of Depositary Shares

85
Reform of LIBOR and EURIBOR and Proposed Regulation of
General

85
These and Other "Benchmarks"

11
Terms of the Depositary Shares

85
Risks Related to our Common Stock and Preferred Stock

13
Withdrawal of Preferred Stock

86
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424B5
Other Risks

14
Dividends and Other Distributions

86
Bank of America Corporation

16
Redemption of Depositary Shares

86
Use of Proceeds

16
Voting the Deposited Preferred Stock

87
Description of Debt Securities

17
Amendment and Termination of the Deposit Agreement

87
General

17
Charges of Depository

87
The Indentures

17
Miscellaneous

88
Form and Denomination of Debt Securities

18
Resignation and Removal of Depository

88
Different Series of Debt Securities

19
Description of Common Stock

88
Fixed-Rate Notes

20
General

88
Floating-Rate Notes

20
Voting and Other Rights

88
Indexed Notes

28
Dividends

89
Floating-Rate/Fixed-Rate/Indexed Notes

29
Certain Anti-Takeover Matters

89
Original Issue Discount Notes

29
Registration and Settlement

91
Payment of Principal, Interest, and Other Amounts Due

30
Book-Entry Only Issuance

91
No Sinking Fund

33
Certificated Securities

91
Redemption

33
Street Name Owners

92
Repayment

34
Legal Holders

92
Repurchase

34
Special Considerations for Indirect Owners

92
Conversion

34
Depositories for Global Securities

93
Exchange, Registration, and Transfer

35
Special Considerations for Global Securities

97
Subordination

35
Registration, Transfer, and Payment of Certificated Securities

98
Sale or Issuance of Capital Stock of Banks

36
U.S. Federal Income Tax Considerations

99
Limitation on Mergers and Sales of Assets

37
Taxation of Debt Securities

100
Waiver of Covenants

37
Taxation of Common Stock, Preferred Stock, and Depositary Shares
115
Modification of the Indentures

37
Taxation of Warrants

121
Meetings and Action by Securityholders

38
Taxation of Purchase Contracts

121
Events of Default and Rights of Acceleration

38
Taxation of Units

121
Collection of Indebtedness

38
Reportable Transactions

121
Payment of Additional Amounts

39
Foreign Account Tax Compliance Act

122
Redemption for Tax Reasons

42
EU Directive on the Taxation of Savings Income

123
Defeasance and Covenant Defeasance

43
Plan of Distribution (Conflicts of Interest)

124
Notices

44
Distribution Through Underwriters

124
Concerning the Trustees

44
Distribution Through Dealers

125
Governing Law

44
Distribution Through Agents

125
Description of Warrants

44
Direct Sales

125
General

44
General Information

125
Description of Debt Warrants

44
Market-Making Transactions by Affiliates

126
Description of Universal Warrants

45
Conflicts of Interest

126
Modification

46
ERISA Considerations

128
Enforceability of Rights of Warrantholders; No Trust Indenture Act
Where You Can Find More Information

130
Protection

47
Forward-Looking Statements

131
Legal Matters

132
Experts

132

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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
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Document Outline

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