Obbligazione America Bank Corporation 0% ( US06053Y3559 ) in USD

America Bank Corporation

100 USD ⇌

Stati Uniti

US06053Y3559 ( in USD )

24/02/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Bank of America Corporation US06053Y3559 in USD 0%, scaduta

10 USD

206 418 000 USD

06053Y355

N/A

Bank of America Corporation è una delle maggiori istituzioni finanziarie globali, offrendo una vasta gamma di servizi bancari e finanziari a privati, aziende e istituzioni.

L'obbligazione Bank of America Corporation con ISIN US06053Y3559, CUSIP 06053Y355, emessa negli Stati Uniti per un totale di 206.418.000 USD, con scadenza il 24/02/2017, a tasso zero, quota minima di acquisto di 10 unità, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale.

Page 1 of 13
424B2 1 bac-8sledsjozxazyobq_1216.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-202354
(To Prospectus dated May 1, 2015,
Prospectus Supplement dated May 4, 2015 and
Product Supplement EQUITY INDICES ARN-1 dated May 4, 2015)
20,641,769 Units
Pricing Date
December 22, 2015
$10 principal amount per unit
Settlement Date
December 30, 2015
CUSIP No. 06053Y355
Maturity Date
February 24, 2017
Accelerated Return Notes® Linked to the S&P 500® Index
Maturity of approximately 14 months
3-to-1 upside exposure to increases in the Index, subject to a capped return of 13.38%
1-to-1 downside exposure to decreases in the Index, with 100% of your investment at risk
All payments occur at maturity and are subject to the credit risk of Bank of America Corporation
No periodic interest payments
Limited secondary market liquidity, with no exchange listing
The notes are being issued by Bank of America Corporation ("BAC"). There are important differences between the notes and a conventional debt
security, including different investment risks and certain additional costs. See "Risk Factors" beginning on page TS-6 of this term sheet and beginning
on page PS-6 of product supplement EQUITY INDICES ARN-1.
The initial estimated value of the notes as of the pricing date is $9.67 per unit, which is less than the public offering price listed below. See "Summary" on
the following page, "Risk Factors" beginning on page TS-6 of this term sheet and "Structuring the Notes" on page TS-11 of this term sheet for additional
information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of
these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
Per Unit
Total
Public offering price
$10.00
$206,417,690.00
Underwriting discount
$0.20
$4,128,353.80
Proceeds, before expenses, to BAC
$9.80
$202,289,336.20
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Merrill Lynch & Co.
December 22, 2015
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Summary
The Accelerated Return Notes® Linked to the S&P 500® Index, due February 24, 2017 (the "notes") are our senior unsecured debt securities. The notes are not
guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of our other unsecured and
unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of
BAC. The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the S&P 500® Index (the "Index"), is greater
than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the
notes, including the amount you receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index,
subject to our credit risk. See "Terms of the Notes" below.
The economic terms of the notes (including the Capped Value) are based on our internal funding rate, which is the rate we would pay to borrow funds through the
issuance of market-linked notes and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would
pay when we issue conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging related
charge described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the
public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based on our and our
affiliates' pricing models, which take into consideration our internal funding rate and the market prices for the hedging arrangements related to the notes. For more
information about the initial estimated value and the structuring of the notes, see "Structuring the Notes" on page TS-11.
Terms of the Notes
Redemption Amount Determination
Issuer:
Bank of America Corporation ("BAC")
On the maturity date, you will receive a cash payment per unit determined as follows:
Principal Amount:
$10.00 per unit
Term:
Approximately 14 months
Market Measure:
The S&P 500® Index (Bloomberg symbol: "SPX"), a price
return index.
Starting Value:
2,038.97
Ending Value:
The average of the closing levels of the Market Measure on
each scheduled calculation day occurring during the maturity
valuation period. The calculation days are subject to
postponement in the event of Market Disruption Events, as
described beginning on page PS-17 of product supplement
EQUITY INDICES ARN-1.
Participation Rate:
300%
Capped Value:
$11.338 per unit of the notes, which represents a return of
13.38% over the principal amount.
Maturity Valuation
February 14, 2017, February 15, 2017, February 16, 2017,
Period:
February 17, 2017 and February 21, 2017
Fees and Charges:
The underwriting discount of $0.20 per unit listed on the cover
page and the hedging related charge of $0.075 per unit
described in "Structuring the Notes" on page TS-11.
Calculation Agent:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), a subsidiary of BAC.
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
The terms and risks of the notes are contained in this term sheet and in the following:
Product supplement EQUITY INDICES ARN-1 dated May 4, 2015:
http://www.sec.gov/Archives/edgar/data/70858/000119312515168280/d918996d424b5.htm
Series L MTN prospectus supplement dated May 4, 2015 and prospectus dated May 1, 2015:
http://www.sec.gov/Archives/edgar/data/70858/000119312515167979/d865347d424b3.htm
These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the
SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term
sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are
superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY
INDICES ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us," "our," or similar references are
to BAC.
Investor Considerations
You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you if:
You anticipate that the Index will increase moderately from the
You believe that the Index will decrease from the Starting Value to
Starting Value to the Ending Value.
the Ending Value or that it will not increase sufficiently over the term
You are willing to risk a loss of principal and return if the Index
of the notes to provide you with your desired return.
decreases from the Starting Value to the Ending Value.
You seek principal repayment or preservation of capital.
You accept that the return on the notes will be capped.
You seek an uncapped return on your investment.
You are willing to forgo the interest payments that are paid on
You seek interest payments or other current income on your
conventional interest bearing debt securities.
investment.
You are willing to forgo dividends or other benefits of owning the
You want to receive dividends or other distributions paid on the
stocks included in the Index.
stocks included in the Index.
You are willing to accept a limited or no market for sales prior to
You seek an investment for which there will be a liquid secondary
maturity, and understand that the market prices for the notes, if any,
market.
will be affected by various factors, including our actual and perceived
You are unwilling or are unable to take market risk on the notes or to
creditworthiness, our internal funding rate and fees and charges on
take our credit risk as issuer of the notes.
the notes.
You are willing to assume our credit risk, as issuer of the notes, for
all payments under the notes, including the Redemption Amount.
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Hypothetical Payout Profile and Examples of Payments at Maturity
Accelerated Return Notes®
This graph reflects the returns on the notes based on the Participation Rate of
300% and the Capped Value of $11.338. The green line reflects the returns on
the notes, while the dotted gray line reflects the returns of a direct investment in
the stocks included in the Index, excluding dividends.
This graph has been prepared for purposes of illustration only.
The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes. They
illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, the Participation Rate of 300%, the
Capped Value of $11.338 per unit and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will depend
on the actual Starting Value, Ending Value, and whether you hold the notes to maturity. The following examples do not take into account any tax
consequences from investing in the notes.
For recent actual levels of the Market Measure, see "The Index" section below. The Index is a price return index and as such the Ending Value will not include any
income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In
addition, all payments on the notes are subject to issuer credit risk.
Percentage Change from the
Ending Value
Starting Value to the Ending Value
Redemption Amount per Unit
Total Rate of Return on the Notes
0.00
-100.00%
$0.000
-100.00%
50.00
-50.00%
$5.000
-50.00%
80.00
-20.00%
$8.000
-20.00%
90.00
-10.00%
$9.000
-10.00%
94.00
-6.00%
$9.400
-6.00%
97.00
-3.00%
$9.700
-3.00%
100.00(1)
0.00%
$10.000
0.00%
102.00
2.00%
$10.600
6.00%
105.00
5.00%
$11.338(2)
13.38%
110.00
10.00%
$11.338
13.38%
120.00
20.00%
$11.338
13.38%
130.00
30.00%
$11.338
13.38%
140.00
40.00%
$11.338
13.38%
150.00
50.00%
$11.338
13.38%
160.00
60.00%
$11.338
13.38%
(1) The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value is
2,038.97, which was the closing level of the Market Measure on the pricing date.
(2) The Redemption Amount per unit cannot exceed the Capped Value.
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Redemption Amount Calculation Examples
Example 1
The Ending Value is 80.00, or 80.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 80.00
= $8.00 Redemption Amount per unit
Example 2
The Ending Value is 102.00, or 102.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 102.00
= $10.60 Redemption Amount per unit
Example 3
The Ending Value is 130.00, or 130.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 130.00
= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the
Redemption Amount will be $11.338 per unit
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed
below. You should carefully review the more detailed explanation of risks relating to the notes in the "Risk Factors" sections beginning on page PS-6 of product
supplement EQUITY INDICES ARN-1, page S-5 of the Series L MTN prospectus supplement, and page 9 of the prospectus identified above. We also urge you to
consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no
guaranteed return of principal.
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable
maturity.
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. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the
stocks included in the Index.
The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and our affiliates' pricing
models. These pricing models consider certain assumptions and variables, including our credit spreads, our internal funding rate on the pricing
date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of
the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
The public offering price you pay for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to maturity, their market
value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in
the level of the Index, our internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging related
charge, all as further described in "Structuring the Notes" on page TS-11. These factors, together with various credit, market and economic factors
over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the
value of the notes in complex and unpredictable ways.
The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would be willing to
purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on
many factors that cannot be predicted with accuracy, including the performance of the Index, our creditworthiness and changes in market
conditions.
A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes.
There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
Our business activities as a full service financial institution, including our commercial and investment banking activities, our hedging and trading
activities (including trades in shares of companies included in the Index) and any hedging and trading activities we engage in for our clients'
accounts, may affect the market value and return of the notes and may create conflicts of interest with you.
The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other
distributions by the issuers of those securities.
While we or our affiliates may from time to time own securities of companies included in the Index, except to the extent that our common stock is
included in the Index, we do not control any company included in the Index, and are not responsible for any disclosure made by any other
company.
There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent.
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See "Summary Tax
Consequences" below and "U.S. Federal Income Tax Summary" beginning on page PS-24 of product supplement EQUITY INDICES ARN-1.
Accelerated Return Notes®
TS-6
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
The Index
All disclosures contained in this term sheet regarding the Index, including, without limitation, its make up, method of calculation, and changes in its components,
have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (the
"Index sponsor"). The Index sponsor, which licenses the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue
publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section of product supplement
EQUITY INDICES ARN-1 on page PS-19 entitled "Description of ARNs--Discontinuance of an Index." None of us, the calculation agent, or MLPF&S accepts any
responsibility for the calculation, maintenance or publication of the Index or any successor index.
The Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the Index is based on the relative
value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the
common stocks of 500 similar companies during the base period of the years 1941 through 1943.
The Index sponsor chooses companies for inclusion in the Index with the aim of achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which the Index sponsor uses as an
assumed model for the composition of the total market. Relevant criteria employed by the Index sponsor include the viability of the particular company, the extent to
which that company represents the industry group to which it is assigned, the extent to which the market price of that company's common stock generally is
responsive to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company. Ten main groups of
companies constitute the Index, with the approximate percentage of the market capitalization of the Index included in each group as of November 30, 2015
indicated in parentheses: Consumer Discretionary (13.1%); Consumer Staples (9.6%); Energy (7.0%); Financials (16.6%); Health Care (14.6%); Industrials
(10.1%); Information Technology (20.9%); Materials (2.9%); Telecommunication Services (2.3%); and Utilities (2.9%). The Index sponsor may from time to time, in
its sole discretion, add companies to, or delete companies from, the Index to achieve the objectives stated above.
The Index sponsor calculates the Index by reference to the prices of the constituent stocks of the Index without taking account of the value of dividends paid on
those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the Index constituent stocks and received the
dividends paid on those stocks.
Computation of the Index
While the Index sponsor currently employs the following methodology to calculate the Index, no assurance can be given that the Index sponsor will not modify or
change this methodology in a manner that may affect the Redemption Amount.
Historically, the market value of any component stock of the Index was calculated as the product of the market price per share and the number of then outstanding
shares of such component stock. In March 2005, the Index sponsor began shifting the Index halfway from a market capitalization weighted formula to a float-
adjusted formula, before moving the Index to full float adjustment on September 16, 2005. The Index sponsor's criteria for selecting stocks for the Index did not
change with the shift to float adjustment. However, the adjustment affects each company's weight in the Index.
Under float adjustment, the share counts used in calculating the Index reflect only those shares that are available to investors, not all of a company's outstanding
shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners," were removed from the
float for purposes of calculating the Index. Generally, these "control holders" will include officers and directors, private equity, venture capital and special equity
firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted shares, ESOPs, employee and family trusts, foundations
associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any
individual person who controls a 5% or greater stake in a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks,
pension funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies,
asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares
held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and Canadian exchangeable shares are normally part of the
float unless those shares form a control block. If a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class are treated as a
control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares outstanding. As of September 21, 2012,
available float shares are defined as the total shares outstanding less shares held by control holders. This calculation is subject to a 5% minimum threshold for
control blocks. For example, if a company's officers and directors hold 3% of the company's shares, and no other control group holds 5% of the company's shares,
the Index sponsor would assign that company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company's officers and directors hold 3%
of the company's shares and another control group holds 20% of the company's shares, the Index sponsor would assign an IWF of 0.77, reflecting the fact that
23% of the company's outstanding shares are considered to be held for control. For companies with multiple classes of
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
stock, the Index sponsor calculates the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as
weights.
The Index is calculated using a base-weighted aggregate methodology. The level of the Index reflects the total market value of all 500 component stocks relative to
the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in order to make the level easier to work with
and track over time. The actual total market value of the component stocks during the base period of the years 1941 through 1943 has been set to an indexed level
of 10. This is often indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the Index is computed by dividing the total market value of the
component stocks by the "index divisor." By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the Index, it serves as a link
to the original base period level of the Index. The index divisor keeps the Index comparable over time and is the manipulation point for all adjustments to the Index,
which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and
stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock dividends, require changes in the
common shares outstanding and the stock prices of the companies in the Index, and do not require index divisor adjustments.
To prevent the level of the Index from changing due to corporate actions, corporate actions which affect the total market value of the Index require an index divisor
adjustment. By adjusting the index divisor for the change in market value, the level of the Index remains constant and does not reflect the corporate actions of
individual companies in the Index. Index divisor adjustments are made after the close of trading and after the calculation of the Index closing level.
Changes in a company's shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or exchange offers are
made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock repurchases, private placements, redemptions,
exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation units, at-the-market offerings, or other recapitalizations) are made
weekly and are announced on Fridays for implementation after the close of trading on the following Friday. Changes of less than 5.00% due to a company's
acquisition of another company in the Index are made as soon as reasonably possible. All other changes of less than 5.00% are accumulated and made quarterly
on the third Friday of March, June, September, and December, and are usually announced two to five days prior.
Changes in IWFs of more than five percentage points caused by corporate actions (such as merger and acquisition activity, restructurings, or spinoffs) will be made
as soon as reasonably possible. Other changes in IWFs will be made annually when IWFs are reviewed.
The following graph shows the daily historical performance of the Index in the period from January 1, 2008 through December 22, 2015. We obtained
this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg
L.P. On the pricing date, the closing level of the Index was 2,038.97.
Historical Performance of the Index
This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may be. Any
historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index is more or
less likely to increase or decrease at any time over the term of the notes.
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Before investing in the notes, you should consult publicly available sources for the levels and trading pattern of the Index.
License Agreement
S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings
LLC ("Dow Jones"). These trademarks have been licensed for use by S&P Dow Jones Indices LLC. "Standard & Poor's®," "S&P 500®" and "S&P®" are trademarks
of S&P. These trademarks have been sublicensed for certain purposes by our subsidiary, MLPF&S. The Index is a product of S&P Dow Jones Indices LLC and/or
its affiliates and has been licensed for use by MLPF&S.
The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, "S&P
Dow Jones Indices"). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the notes or any member of the public
regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Index to track general market performance. S&P Dow
Jones Indices' only relationship to MLPF&S with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its third party licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to us,
MLPF&S, or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of MLPF&S or holders of the notes into consideration in
determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and
amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted
into cash. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance
that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its
subsidiaries are not investment advisors. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell,
or hold such security or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may
independently issue and/or sponsor financial products unrelated to the notes currently being issued by us, but which may be similar to and competitive with the
notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is possible that this trading
activity will affect the value of the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY
DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING
ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY
FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY
US, MLPF&S, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW
JONES INDICES AND MLPF&S, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
Accelerated Return Notes®
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Accelerated Return Notes®
Linked to the S&P 500® Index, due February 24, 2017
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term
sheet, less the indicated underwriting discount.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and will participate as selling agent in the
distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not make
sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days 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 three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than three business days prior to the original issue date will be
required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If
you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices,
and these will include MLPF&S's trading commissions and mark-ups. MLPF&S may act as principal or agent in these market-making transactions; however, it is not
obligated to engage in any such transactions. At MLPF&S's discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S may offer to
buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered by MLPF&S for the notes will be based
on then-prevailing market conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, neither we nor
any of our affiliates is obligated to purchase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your
notes at a price that equals or exceeds the initial estimated value of the notes.
The value of the notes shown on your account statement will be based on MLPF&S's estimate of the value of the notes if MLPF&S or another of our affiliates were
to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that MLPF&S may pay for the notes in light of then-
prevailing market conditions and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher than or
lower than the initial estimated value of the notes.
Accelerated Return Notes®
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