Obbligazione America Bank Corporation 0% ( US06053Y7360 ) in USD

America Bank Corporation

100 USD ⇌

Stati Uniti

US06053Y7360 ( in USD )

30/06/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Bank of America Corporation US06053Y7360 in USD 0%, scaduta

10 USD

44 815 000 USD

06053Y736

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.

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06053Y7360, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/06/2017

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06053Y7360, was rated NR by Moody's credit rating agency.

424B2 1 bac-0pdq2lrg3ba6nsnb_1409.htm 424B2
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 0 2 3 5 4
(T o Prospe c t us da t e d M a y 1 , 2 0 1 5 ,
Prospe c t us Supple m e nt da t e d J a nua ry 2 0 , 2 0 1 6 a nd
Produc t Supple m e nt EQU I T Y I N DI CES SU N -1 da t e d
J a nua ry 2 2 , 2 0 1 6 )
4,481,451 Units
Pricing Date
April 28, 2016
$10 principal amount per unit
Settlement Date
May 5, 2016
CUSIP No. 06053Y736
Maturity Date
June 30, 2017
¦ Maturity of approximately 14 months
¦ If the Index is flat or increases up to the Step Up Value, a return of 15.5%
¦ If the Index increases above the Step Up Value, a return equal to the percentage increase in the Index
¦ 1-to-1 downside exposure to decreases in the Index, with up to 100% of your principal at risk
¦ All payments occur at maturity and are subject to the credit risk of Bank of America Corporation
¦ No periodic interest payments
¦ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See
"Structuring the Notes".
¦ Limited secondary market liquidity, with no exchange listing
M a rk e t -Link e d St e p U p N ot e s Link e d t o t he EU RO
ST OX X 5 0 ® I nde x
T he not e s a re be ing issue d by Ba nk of Am e ric a Corpora t ion ("BAC"). T he re a re im port a nt diffe re nc e s be t w e e n t he
not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s a nd c e rt a in a ddit iona l c ost s. Se e "Risk
Fa c t ors" be ginning on pa ge T S -6 of t his t e rm she e t a nd be ginning on pa ge PS -7 of produc t supple m e nt EQU I T Y
I N DI CES SU N -1 .
T he init ia l e st im a t e d va lue of t he not e s a s of t he pric ing da t e is $ 9 .6 6 pe r unit , w hic h is le ss t ha n t he public
offe ring pric e list e d be low . See "Summary" on the following page, "Risk Factors" beginning on page TS-6 of this term sheet and
"Structuring the Notes" on page TS-10 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
$44,814,510.00
Underwriting discount
$0.20
$896,290.20
Proceeds, before expenses, to BAC
$9.80
$43,918,219.80
T he not e s:
Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
M e rrill Lync h & Co.
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April 28, 2016
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
Summary
The Market-Linked Step Up Notes Linked to the EURO STOXX 50® Index, due June 30, 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. T he not e s w ill
ra nk e qua lly w it h a ll of our ot he r unse c ure d a nd unsubordina t e d de bt . Any pa ym e nt s due on t he not e s, inc luding
a ny re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of BAC. The notes provide you with a Step Up Payment if the
Ending Value of the Market Measure, which is the EURO STOXX 50® Index (the "Index"), is equal to or greater than its Starting Value, but is not
greater than the Step Up Value. If the Ending Value is greater than the Step Up Value, you will participate on a 1-for-1 basis in the increase in
the level of the Index above the 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 Step Up Payment) 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-10.
Terms of the Notes
Redemption Amount Determination
I ssue r:
Bank of America Corporation ("BAC")
On the maturity date, you will receive a cash payment per unit determined as
Princ ipa l
$10.00 per unit
follows:
Am ount :
T e rm :
Approximately 14 months
M a rk e t
The EURO STOXX 50® Index (Bloomberg
M e a sure :
symbol: "SX5E Index"), a price return index
St a rt ing V a lue : 3,125.43
Ending V a lue : The closing level of the Market Measure on
the scheduled calculation day. The
calculation day is subject to postponement in
the event of Market Disruption Events, as
described beginning on page PS-19 of
product supplement EQUITY INDICES SUN-
1.
St e p U p V a lue : 3,609.87 (115.50% of the Starting Value,
rounded to two decimal places).
St e p U p
$1.55 per unit, which represents a return of
Pa ym e nt :
15.5% over the principal amount.
T hre shold
3,125.43 (100% of the Starting Value).
V a lue :
Ca lc ula t ion
June 23, 2017
Da y:
Fe e s a nd
The underwriting discount of $0.20 per unit
Cha rge s :
listed on the cover page and the hedging
related charge of $0.075 per unit described
in "Structuring the Notes" on page TS-10.
Ca lc ula t ion
Merrill Lynch, Pierce, Fenner & Smith
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Age nt :
Incorporated ("MLPF&S"), a subsidiary of
BAC.
Market-Linked Step Up Notes
TS-2
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
The terms and risks of the notes are contained in this term sheet and in the following:
¦ Product supplement EQUITY INDICES SUN-1 dated January 22, 2016:
http://www.sec.gov/Archives/edgar/data/70858/000119312516435374/d128816d424b5.htm
¦ Series L MTN prospectus supplement dated January 20, 2016 and prospectus dated May 1, 2015:
http://www.sec.gov/Archives/edgar/data/70858/000119312516433708/d122981d424b3.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 SUN-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
Y ou m a y w ish t o c onside r a n inve st m e nt in t he not e s if:
T he not e s m a y not be a n a ppropria t e inve st m e nt for you
if:
¦ You anticipate that the Index will increase from the Starting
¦ You believe that the Index will decrease from the Starting
Value to the Ending Value.
Value to the Ending Value.
¦ You are willing to risk a loss of principal and return if the
¦ You seek principal repayment or preservation of capital.
Index decreases from the Starting Value to the Ending
¦ You seek interest payments or other current income on your
Value.
investment.
¦ You are willing to forgo the interest payments that are paid
¦ You want to receive dividends or other distributions paid on
on conventional interest bearing debt securities.
the stocks included in the Index.
¦ You are willing to forgo dividends or other benefits of
¦ You seek an investment for which there will be a liquid
owning the stocks included in the Index.
secondary market.
¦ You are willing to accept a limited or no market for sales
¦ You are unwilling or are unable to take market risk on the
prior to maturity, and understand that the market prices for
notes or to take our credit risk as issuer of the notes.
the notes, if any, will be affected by various factors,
including our actual and perceived creditworthiness, our
internal funding rate and fees and charges on 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.
Market-Linked Step Up Notes
TS-3
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
Hypothetical Payout Profile and Examples of Payments at
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Maturity
M a rk e t -Link e d St e p U p N ot e s
This graph reflects the returns on the notes, based on the Threshold
Value of 100% of the Starting Value, the Step Up Payment of $1.55 per
unit and a Step Up Value of 115.5% of the Starting Value. 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, a
Threshold Value of 100, a Step Up Value of 115.5, the Step Up Payment of $1.55 per unit and a range of hypothetical Ending Values. T he
a c t ua l a m ount you re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill de pe nd on t he a c t ua l St a rt ing V a lue , T hre shold
V a lue , Ending V a lue , St e p U p V a lue , a nd w he t he r you hold t he not e s t o m a t urit y. 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.
Pe rc e nt a ge Cha nge from t he
St a rt ing V a lue t o t he Ending
T ot a l Ra t e of Re t urn on t he
Ending V a lue
V a lue
Re de m pt ion Am ount pe r U nit
N ot e s
0.00
-100.00%
$0.00
-100.00%
50.00
-50.00%
$5.00
-50.00%
80.00
-20.00%
$8.00
-20.00%
90.00
-10.00%
$9.00
-10.00%
94.00
-6.00%
$9.40
-6.00%
97.00
-3.00%
$9.70
-3.00%
100.00(1)(2)
0.00%
$11.55(3)
15.50%
102.00
2.00%
$11.55
15.50%
105.00
5.00%
$11.55
15.50%
110.00
10.00%
$11.55
15.50%
115.50(4)
15.50%
$11.55
15.50%
120.00
20.00%
$12.00
20.00%
130.00
30.00%
$13.00
30.00%
132.00
32.00%
$13.20
32.00%
140.00
40.00%
$14.00
40.00%
150.00
50.00%
$15.00
50.00%
160.00
60.00%
$16.00
60.00%
(1) The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 3,125.43, which was the closing level of the Market Measure on the pricing date.
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(2) This is the hypothetical Threshold Value.
(3) This amount represents the sum of the principal amount and the Step Up Payment of $1.55.
(4) This is the hypothetical Step Up Value.
Market-Linked Step Up Notes
TS-4
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s
Ex a m ple 1
The Ending Value is 90.00, or 90.00% of the Starting Value:
Starting Value: 100.00
Threshold Value: 100.00
Ending Value: 90.00
Redemption Amount per unit
Ex a m ple 2
The Ending Value is 110.00, or 110.00% of the Starting Value:
Starting Value: 100.00
Step Up Value: 115.50
Ending Value: 110.00
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is
equal to or greater than the Starting Value, but less than the Step Up Value.
Ex a m ple 3
The Ending Value is 132.00, or 132.00% of the Starting Value:
Starting Value: 100.00
Step Up Value: 115.50
Ending Value: 132.00
Redemption Amount per unit
Market-Linked Step Up Notes
TS-5
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 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-7 of product supplement EQUITY INDICES SUN-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
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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 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-10. 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.
¦ Your return on the notes may be affected by factors affecting the international securities markets, specifically changes within the
Eurozone. The Eurozone is and has been undergoing severe financial stress, and the political, legal and regulatory
ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance of the Index and,
consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against
the U.S. dollar, which you would have received if you had owned the securities in the Index during the term of your notes,
although the level of the Index may be adversely affected by general exchange rate movements in the 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 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, which is an affiliate of ours. 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-26 of product
supplement EQUITY INDICES SUN-1.
Market-Linked Step Up Notes
TS-6
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
Other Terms of the Notes
The provisions of this section supersede and replace the definition of "Market Measure Business Day" set forth in product supplement EQUITY
INDICES SUN-1.
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M a rk e t M e a sure Busine ss Da y
A "Market Measure Business Day" means a day on which:
(A) the Eurex (or any successor) is open for trading; and
(B) the Index or any successor thereto is calculated and published.
Market-Linked Step Up Notes
TS-7
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 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, STOXX
Limited ("STOXX" or "Index sponsor"). STOXX, which owns 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 STOXX discontinuing publication of the Index are discussed in the
section entitled "Description of the Notes -- Discontinuance of an Index" on page PS-21 of product supplement EQUITY INDICES SUN-1.
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 was created by STOXX, a wholly owned subsidiary of Deutsche Börse AG. Publication of the Index began in February 1998, based
on an initial Index level of 1,000 at December 31, 1991. On March 1, 2010, STOXX announced the removal of the "Dow Jones" prefix from all of
its indices, including the Index.
I nde x Com posit ion a nd M a int e na nc e
For each of the 19 EURO STOXX regional supersector indices, the stocks are ranked in terms of free-float market capitalization. The largest
stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the
corresponding supersector index. If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to
the selection list. All current stocks in the Index are then added to the selection list. All of the stocks on the selection list are then ranked in
terms of free-float market capitalization to produce the final index selection list. The largest 40 stocks on the selection list are selected; the
remaining 10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still
below 50, then the largest remaining stocks are selected until there are 50 stocks. In exceptional cases, STOXX's management board can add
stocks to and remove them from the selection list.
The Index components are subject to a capped maximum index weight of 10%, which is applied on a quarterly basis.
The composition of the Index is reviewed annually, based on the closing stock data on the last trading day in August. Changes in the
composition of the Index are made to ensure that the Index includes the 50 market sector leaders from within the EURO STOXX® Index.
The free float factors for each component stock used to calculate the Index, as described below, are reviewed, calculated, and implemented on
a quarterly basis and are fixed until the next quarterly review.
The Index is subject to a "fast exit rule." The Index components are monitored for any changes based on the monthly selection list ranking. A
stock is deleted from the Index if: (a) it ranks 75 or below on the monthly selection list and (b) it has been ranked 75 or below for a consecutive
period of two months in the monthly selection list. The highest-ranked stock that is not an index component will replace it. Changes will be
implemented on the close of the fifth trading day of the month, and are effective the next trading day.
The Index is also subject to a "fast entry rule." All stocks on the latest selection lists and initial public offering (IPO) stocks are reviewed for a
fast-track addition on a quarterly basis. A stock is added, if (a) it qualifies for the latest STOXX blue-chip selection list generated end of
February, May, August or November and (b) it ranks within the "lower buffer" on this selection list.
The Index is also reviewed on an ongoing basis. Corporate actions (including initial public offerings, mergers and takeovers, spin-offs,
delistings, and bankruptcy) that affect the Index composition are immediately reviewed. Any changes are announced, implemented, and
effective in line with the type of corporate action and the magnitude of the effect.
I nde x Ca lc ula t ion
The Index is calculated with the "Laspeyres formula," which measures the aggregate price changes in the component stocks against a fixed
base quantity weight. The formula for calculating the Index value can be expressed as follows:
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The "free float market capitalization of the Index" is equal to the sum of the product of the closing price, number of shares outstanding, free float
factor, and weighting cap factor, for each component stock as of the time the Index is being calculated.
The Index is also subject to a divisor, which is adjusted to maintain the continuity of the Index values across changes due to corporate actions,
such as the deletion and addition of stocks, the substitution of stocks, stock dividends, and stock splits.
Neither we nor any of our affiliates, including the selling agent, accepts any responsibility for the calculation, maintenance, or publication of, or
for any error, omission, or disruption in, the Index or any successor to the Index. STOXX does not guarantee the accuracy or the completeness
of the Index or any data included in the Index. STOXX assumes no liability for any errors, omissions, or disruption in the calculation and
dissemination of the Index. STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination of the Index or
the manner in which the Index is applied in determining the amount payable on the notes at maturity.
Market-Linked Step Up Notes
TS-8
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
The following graph shows the daily historical performance of the Index in the period from January 1, 2008 through April 28, 2016. 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 3,125.43.
H ist oric a l Pe rform a nc e of t he I nde x
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.
Before investing in the notes, you should consult publicly available sources for the levels and trading pattern of the Index.
Lic e nse Agre e m e nt
We have entered into a non-exclusive license agreement with STOXX providing for the license to us and certain of our affiliated or subsidiary
companies, in exchange for a fee, of the right to use indices owned and published by STOXX (including the Index) in connection with certain
securities, including the notes.
The license agreement between us and STOXX requires that the following language be stated in this term sheet:
STOXX has no relationship to us, other than the licensing of the Index and the related trademarks for use in connection with the notes. STOXX
does not:
¦ sponsor, endorse, sell, or promote the notes;
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¦ recommend that any person invest in the notes or any other securities;
¦ have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the notes;
¦ have any responsibility or liability for the administration, management, or marketing of the notes; or
¦ consider the needs of the notes or the holders of the notes in determining, composing, or calculating the Index, or have any
obligation to do so.
ST OX X w ill not ha ve a ny lia bilit y in c onne c t ion w it h t he not e s. Spe c ific a lly:
¦ STOXX does not make any w arranty, express or implied, and disclaims any and all w arranty concerning:
¦ the results to be obtained by the notes, the holders of the notes or any other person in connection
w it h t he use of t he I nde x a nd t he da t a inc lude d in t he I nde x ;
¦ the accuracy or completeness of the Index and its data;
¦ the merchantability and the fitness for a particular purpose or use of the Index and its data;
¦ STOXX w ill have no liability for any errors, omissions, or interruptions in the Index or its data; and
¦ Under no circumstances w ill STOXX be liable for any lost profits or indirect, punitive, special, or
c onse que nt ia l da m a ge s or losse s, e ve n if ST OX X k now s t ha t t he y m ight oc c ur.
Market-Linked Step Up Notes
TS-9
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
The licensing agreement between us and STOXX is solely for their benefit and our benefit, and not for the benefit of the holders of the notes or
any other third parties.
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.
Structuring the Notes
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The notes are our debt securities, the return on which is linked to the performance of the Index. As is the case for all of our debt securities,
including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In
addition, because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the
funds under these notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt
security. This rate, which we refer to in this term sheet as our internal funding rate, is typically lower than the rate we would pay when we issue
conventional fixed or floating rate debt securities. This generally relatively lower internal funding rate, which is reflected in the economic terms of
the notes, along with the fees and charges associated with market-linked notes, resulted in the initial estimated value of the notes on the pricing
date being less than their public offering price.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the
Index and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to
enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates.
The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and
take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Index, the tenor of the
notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms
of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an
estimated profit to be credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market
forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.
For further information, see "Risk Factors--General Risks Relating to the Notes" beginning on page PS-7 and "Use of Proceeds" on page PS-16
of product supplement EQUITY INDICES SUN-1.
Market-Linked Step Up Notes
TS-10
Market-Linked Step Up Notes
Linked to the EURO STOXX 50® Index, due June 30, 2017
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
¦ There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
¦ You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat
the notes for all tax purposes as a single financial contract with respect to the Index.
¦ Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning on page 99 of the prospectus)
generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital
gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
¦ No assurance can be given that the IRS or any court will agree with this characterization and tax treatment.
Y ou should c onsult your ow n t a x a dvisor c onc e rning t he U .S. fe de ra l inc om e t a x c onse que nc e s t o you of a c quiring,
ow ning, a nd disposing of t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l,
fore ign, or ot he r t a x jurisdic t ion a nd t he possible e ffe c t s of c ha nge s in U .S. fe de ra l or ot he r t a x la w s. Y ou should
re vie w c a re fully t he disc ussion unde r t he se c t ion e nt it le d "U .S. Fe de ra l I nc om e T a x Sum m a ry" be ginning on pa ge
PS -2 6 of produc t supple m e nt EQU I T Y I N DI CES SU N -1 .
Validity of the Notes
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master
Registered Global Senior Note, dated May 1, 2015 (the "Master Note") identifying the notes offered hereby as supplemental obligations
thereunder in accordance with the instructions of BAC and the notes have been delivered against payment therefor as contemplated in this Note
Prospectus, 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 related 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 the assumption that the trustee's certificate of authentication of the Master Note has been manually signed by
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