Obbligazione America Bank Corporation 0% ( XS1967586154 ) in USD

America Bank Corporation

100 USD ⇌

Stati Uniti

XS1967586154 ( in USD )

25/03/2049

Prospetto opuscolo dell'obbligazione Bank of America Corporation XS1967586154 en USD 0%, scadenza 25/03/2049

5 000 000 USD

20 000 000 USD

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 XS1967586154, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 25/03/2049

OFFERING CIRCULAR
14 May 2021
Bank of America Corporation
(a Delaware (U.S.A.) Corporation)
BofA Finance LLC
(a Delaware Limited Liability Company)
Merrill Lynch B.V.
(a Dutch Private Limited Liability Company)
Merrill Lynch International & Co. C.V.
(a Curaçao Limited Partnership)
NOTE, WARRANT AND CERTIFICATE PROGRAMME
Unconditionally and irrevocably guaranteed
(in respect of Notes issued by BofA Finance LLC and Instruments (other than Secured Instruments)
issued by Merrill Lynch B.V. and Merrill Lynch International & Co. C.V.)
by
Bank of America Corporation
This document (the "Offering Circular") constitutes an offering circular in respect of the Programme (as
defined below). Any Instruments (as defined below) issued on or after the date of this Offering Circular are
issued subject to the provisions herein. This Offering Circular does not constitute a base prospectus for the
purpose of Article 8 of Regulation (EU) 2017/1129 (as amended or superseded, "EU Prospectus
Regulation") or the UK Prospectus Regulation (as defined below). This Offering Circular supersedes and
replaces the Offering Circular dated 14 May 2020.
Under the terms of the Note, Warrant and Certificate Programme (the "Programme"), Bank of America
Corporation ("BAC") and BofA Finance LLC ("BofA Finance") may from time to time issue notes
("Notes"), Merrill Lynch B.V. ("MLBV") may from time to time issue Notes, warrants ("Warrants") or
certificates ("Certificates" and, together with Warrants, "W&C Instruments" and, together with Notes,
"Instruments") and Merrill Lynch International & Co. C.V. ("MLICo." and, together with BAC in its
capacity as an issuer, BofA Finance and MLBV, the "Issuers" and each an "Issuer") may from time to time
issue Certificates or Warrants. Instruments of any kind may be issued including, but not limited to,
Instruments relating to a specified index or a basket of indices ("Index Linked Instruments"), a specified
share or a basket of shares ("Share Linked Instruments"), a specified global depositary receipt ("GDR")
or American depositary receipt ("ADR") or a basket of GDRs and/or ADRs ("GDR/ADR Linked
Instruments"), a specified currency or a basket of currencies ("FX Linked Instruments"), a specified
commodity or commodity index or a basket of commodities and/or commodity indices ("Commodity
Linked Instruments"), a specified fund or a basket of funds ("Fund Linked Instruments"), a specified
inflation index or a basket of inflation indices ("Inflation Linked Instruments"), the credit of a specified
entity or entities ("Credit Linked Instruments") and, in the case of Warrants, a specified share of a
company listed on the Saudi Stock Exchange (Tadawul) or a basket of such shares ("Saudi Share Linked
Warrants") or any combination of the foregoing or, in the case of Notes issued by BofA Finance and
MLBV, Notes relating to a specified preference share ("Preference Share Linked Notes") (and each such
underlying asset or basis of reference, a "Reference Item"). Instruments may also bear interest (in the case
of Notes) or pay additional amounts (in the case of W&C Instruments). MLICo. and MLBV may also issue
W&C Instruments that are secured, in favour of Holders of the W&C Instruments, by a segregated pool of
collateral assets (the "Secured W&C Instruments"). MLBV may also issue Notes that are secured, in
favour of Noteholders, by a segregated pool of collateral assets (the "Secured Notes" and, together with
the Secured W&C Instruments, the "Secured Instruments"). Each issue of Notes will be issued on the
terms set out herein which are relevant to such Notes under "Terms and Conditions of the Notes" on pages
174 to 215 and the additional Terms and Conditions on pages 357 to 390, pages 413 to 531, pages 602 to
612 and pages 633 to 716 (the "Note Conditions") and each issue of Warrants and Certificates will be
issued on the terms set out herein which are relevant to such W&C Instruments under "Terms and
Conditions of the W&C Instruments" on pages 309 to 355 and the additional Terms and Conditions on
pages 357 to 461, pages 532 to 601 and pages 613 to 716 (the "W&C Instruments Conditions") and, in

each case, on such additional terms as may be set out in the applicable final terms (the "Final Terms").
Further, MLBV may issue cash settled exchangeable notes ("Exchangeable Notes"). Each issue of
Exchangeable Notes will be issued on the terms set out herein which are relevant to such Exchangeable
Notes under the "Terms and Conditions of the Cash Settled Exchangeable Notes" on pages 228 to 265 (the
"Exchangeable Note Conditions") and on such additional terms as may be set out in the applicable Final
Terms. In respect of MLBV, references herein to "Notes" shall be deemed to include Exchangeable Notes,
as applicable. Notes issued by BAC and BofA Finance will be governed by, and construed in
accordance with, the laws of the State of New York. Notes issued by MLBV, and any non-contractual
obligations arising out of them, will be governed by, and construed in accordance with, English law.
The W&C Instruments, and any non-contractual obligations arising out of them, will be governed
by, and construed in accordance with, English law.
BAC (in such capacity, the "Guarantor") has in: (a) a guarantee dated 14 May 2021 (the "BofA Finance
Guarantee"), irrevocably and unconditionally guaranteed the payment obligations in respect of the Notes
issued by BofA Finance from time to time under the Programme on or after the date of this Offering
Circular; and (b) a guarantee dated 14 May 2021 (the "MLBV/MLICo. Guarantee" and, together with the
BofA Finance Guarantee, the "Guarantees" and each, a "Guarantee"), irrevocably and unconditionally
guaranteed the payment and non-cash delivery obligations in respect of the Instruments (other than the
Secured Instruments) issued by each of MLBV and MLICo. from time to time under the Programme on or
after the date of this Offering Circular (see the section entitled "Forms of Guarantee"). The Guarantees
will be governed by, and construed in accordance with, the laws of the State of New York. Secured
Instruments issued by MLBV and MLICo. will not benefit from the MLBV/MLICo. Guarantee.
The maximum aggregate nominal amount of all Notes issued by MLBV from time to time outstanding
under the Programme and MLBV's other structured products programmes will not exceed 15,000,000,000
(or its equivalent in other currencies), subject to increase as described in the English Law Programme
Agreement (as defined under "Offering and Sale" below). The maximum aggregate nominal amount of all
Notes issued by BAC from time to time outstanding under the Programme and certain other BAC
international securities programmes and platforms will not exceed U.S.$8,000,000,000 (or its equivalent in
other currencies), subject to increase as described in the New York Law Programme Agreement (as defined
under "Offering and Sale" below). The maximum aggregate nominal amount of all Notes issued by BofA
Finance from time to time outstanding under the Programme will not exceed U.S.$3,000,000,000 (or its
equivalent in other currencies), subject to increase as described in the New York Law Programme
Agreement.
The Dealers under the Programme are specified in the section entitled "Overview of the Programme" (along
with any additional Dealer appointed under the Programme from time to time, the "Dealers" and, each a
"Dealer").
Application has been made to the Luxembourg Stock Exchange for Instruments issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF market and to be
listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro
MTF market is not a regulated market for the purposes of Directive 2014/65/EU on Markets in Financial
Instruments (as amended or superseded, "MiFID II"). The Programme provides that Instruments may be
listed or admitted to trading, as the case may be, on such further or other stock exchanges or markets as the
relevant Issuer and the Dealer(s) (as defined herein) may agree. The applicable Final Terms will specify
whether the Instruments are to be listed (and, if so, on which stock exchange(s) and/or market(s)) or will
be unlisted Instruments.
In respect of Instruments constituting structured products within the meaning of Article 3(a)(4) of the Swiss
Financial Services Act of 15 June 2018, as amended (the "FinSA") ("Structured Products") and which
are intended to be marketed and offered in Switzerland to private clients within the meaning of the FinSA,
the relevant Issuer will set forth all information which may be required to be disclosed in a simplified
prospectus (vereinfachter Prospekt) or a key information document (Basisinformationsblatt), as the case
may be and subject to applicable transitional periods under the FinSA in a separate document referred to as
"Final Terms" and/or "Simplified Prospectus" or "Key Information Document" and the relevant Issuer
reserves the right to prepare such separate document for any other Instruments constituting Structured
Products. In the absence of such separate document, Instruments constituting Structured Products
shall not be offered, sold, marketed or otherwise made available to any private client in Switzerland
other than in the context of a portfolio management agreement within the meaning of Article 58(2)
FinSA and Article 83 of the Swiss Financial Services Ordinance of 6 November 2019 (the "FinSO"),

2

and further provided that any such offering, sale or marketing does not require the publication of a
prospectus pursuant to the FinSA.
The Instruments, the Guarantees and, in certain cases, any securities to be delivered upon exercise or
settlement of the Instruments (if any) have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or under any U.S. state securities laws. The Instruments, the
Guarantees and certain Entitlements (as defined herein) do not constitute, and have not been marketed as,
contracts of sale of a commodity for future delivery (or options thereon) subject to the U.S. Commodity
Exchange Act of 1936, as amended (the "CEA"), and trading in the Instruments has not been approved by
the U.S. Commodity Futures Trading Commission (the "CFTC") pursuant to the CEA. The Notes issued
by BAC and BofA Finance may not be offered, sold, resold, traded, transferred, pledged, delivered,
exercised or redeemed, directly or indirectly, at any time within the United States or to, or for the account
or benefit of, any U.S. person (other than distributors) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. The Instruments (other than
Rule 144A Instruments) issued by MLBV and MLICo., and certain Entitlements (if any) relating to such
Instruments, may not be legally or beneficially owned by U.S. persons at any time nor offered, sold or
delivered in the United States or to, or for the account or benefit of, U.S. persons. None of the Issuers has
registered as an investment company pursuant to the U.S. Investment Company Act of 1940, as amended
(the "1940 Act"), and the rules thereunder. MLBV and MLICo. may offer and sell Instruments of certain
issues within the United States or to, or for the account or benefit of, U.S. persons, if such persons are
reasonably believed by MLBV or MLICo., as applicable, to be qualified institutional buyers (each a "QIB")
as defined in Rule 144A under the Securities Act ("Rule 144A") who are also each a qualified purchaser
(each a "QP") within the meaning of Section 3(c)(7) and as defined in Section 2(a)(51) of the 1940 Act and
the rules thereunder and who have executed an Investor Representation Letter (as defined herein) prior to
acquiring any interest in such Instruments, such Instruments being referred to in this Offering Circular as
"Rule 144A Instruments". Each purchaser of Rule 144A Instruments is hereby notified that the offer and
sale of such Rule 144A Instruments is being made in reliance upon the exemption from the securities
registration requirements of the Securities Act provided by Rule 144A and upon the relevant exemptions
from U.S. state securities laws and any other applicable laws of other jurisdictions, and that such Rule 144A
Instruments are not transferable except as provided under "Offering and Sale" below. In certain
circumstances, exercise or settlement of Instruments will be conditional upon certification as to non-U.S.
beneficial ownership or, in the case of a Series (as defined below) of Rule 144A Instruments, that the holder
(and any person on whose behalf the holder is acting) is a QIB and a QP. See "Terms and Conditions of the
Notes" on pages 174 to 215 and "Additional Terms and Conditions for Rule 144A Notes" on pages 608 to
612. See "Terms and Conditions of the W&C Instruments" on pages 309 to 355 and "Additional Terms and
Conditions for Rule 144A W&C Instruments" on pages 613 to 626. Investors in the Instruments will be
deemed to have made or be required to make certain acknowledgements, representations and warranties in
connection with purchasing the Instruments. See "Notice to Purchasers and Holders of Instruments and
Transfer Restrictions" on pages 728 to 745. Rule 144A Instruments will, unless otherwise specified in the
applicable Final Terms, be sold through BofA Securities, Inc. or one of its affiliates, which in each case is
a registered broker dealer in the United States.
Rule 144A Instruments relating to commodities and commodities futures may only be offered, sold or
resold in or into the United States pursuant to one or more applicable exemptions and/or exclusions under
the CEA. MLBV, MLICo. and the Guarantor reserve the right not to make payment or delivery in respect
of any such Rule 144A Instruments to a person in the United States or a U.S. person if such payment or
delivery would constitute a violation of U.S. law.
Hedging transactions involving any Warrants may not be conducted unless in compliance with the
Securities Act.
Unless otherwise indicated, as used in this Offering Circular, "U.S. person" has the meaning ascribed to it
by Regulation S under the Securities Act.
For a description of certain further restrictions on offers and sales of the Instruments and on the distribution
of this Offering Circular, see "Offering and Sale" on pages 790 to 821.
The Notes issued by BAC and BofA Finance are unsecured and are not and will not be savings accounts,
deposits or obligations of, or otherwise guaranteed by, Bank of America, N.A. ("BANA") or any other
bank. The Notes issued by BAC and BofA Finance do not evidence deposits of BANA or any other banking

3

affiliate of BAC and are not insured by the U.S. Federal Deposit Insurance Corporation (the "FDIC"), the
Deposit Insurance Fund or any other insurer or governmental agency or instrumentality.
BAC is incorporated in Delaware, United States, is registered as a bank holding company under the U.S.
Bank Holding Company Act of 1956, as amended, and is a financial holding company. BAC is not licensed
as a bank or a credit institution in the United States or any other jurisdiction, and, under applicable U.S.
laws, is not required to be so licensed in order to issue or guarantee any Instruments under the Programme.
BAC's principal banking subsidiary is BANA. Neither BANA nor any other of BAC's banking subsidiaries
acts as issuer or guarantor of any Instruments issued under the Programme.
Each issue of Instruments will be issued in the form set out in "Form of the Instruments" on pages 122 to
126.
IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Instruments includes
a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii)
a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"EU PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise
making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Final Terms in respect of any Instruments
includes a legend entitled "Prohibition of Sales to EEA Retail Investors" but where the Issuer subsequently
prepares and publishes a key information document under the EU PRIIPs Regulation in respect of such
Instruments, then following such publication, the prohibition on the offering, sale or otherwise making
available the Instruments to a retail investor as described in the above paragraph and in such legend shall
no longer apply.
IMPORTANT UK RETAIL INVESTORS - If the Final Terms in respect of any Instruments includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Instruments are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a "retail investor" means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA") and the regulations made under the EUWA; (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the EUWA and the regulations made under the EUWA (the "UK Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of
UK domestic law by virtue of the EUWA and the regulations made under the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Instruments or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Final Terms in respect of any Instruments
includes a legend entitled "Prohibition of Sales to UK Retail Investors" but where the Issuer subsequently
prepares and publishes a key information document under the UK PRIIPs Regulation in respect of such
Instruments, then following such publication, the prohibition on the offering, sale or otherwise making
available the Instruments to a retail investor as described in the above paragraph and in such legend shall
no longer apply.
Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA"): Unless otherwise stated in the applicable Final Terms in respect of any Instruments, all Instruments

4

issued or to be issued under the Programme shall be capital markets products other than prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Specified Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
INVESTORS SHOULD NOTE THAT BANK OF AMERICA CORPORATION IS NOT
LICENSED TO OPERATE AS A BANK IN ITALY.
Prospective purchasers of Instruments should ensure that they understand the nature of the relevant
Instruments and the extent of their exposure to risks and that they consider the suitability of the
relevant Instruments as an investment in light of their own circumstances and financial condition.
Instruments involve a high degree of risk and potential investors should be prepared to sustain a total
loss of the purchase price of their Instruments. See "Risk Factors" on pages 37 to 107.
BofA Securities

5

Important Notices
IMPORTANT NOTICES
This Offering Circular is a "prospectus" for the purposes of the admission to listing on the Official
List of the Luxembourg Stock Exchange and to trading of the Instruments on the Euro MTF in
accordance with Part IV of the Luxembourg law on prospectuses for securities, dated July 16,
2019, and the rules and regulations of the Luxembourg Stock Exchange. The Euro MTF is not a
"regulated market" for the purposes of MiFID II. This document does not constitute a base
prospectus for the purposes of Article 8 of the EU Prospectus Regulation or the UK Prospectus
Regulation. This Offering Circular is not a prospectus for the purposes of Section 12(a)(2) or any
other provision of or rule under the Securities Act.
BAC accepts responsibility for the information set forth under "Bank of America Corporation" on
pages 746 to 749, the information set forth under "Selected Financial Data of Bank of America
Corporation" on pages 750 to 751, information incorporated by reference in respect of BAC and
the statements in respect of BAC under "General Information" on pages 822 to 825, and, to the
best of the knowledge of BAC, such information is in accordance with the facts and makes no
omission likely to affect its import. BAC has accurately reproduced the information contained in
the BofA Finance Offering Circular, MLBV Offering Circular and MLICo. Offering Circular
(each as defined below) and accepts responsibility for the accurate reproduction of such
information.
BofA Finance accepts responsibility for the information contained in this Offering Circular,
excluding the information set out under "Bank of America Corporation" on pages 746 to 749, the
information set out under "Selected Financial Data of Bank of America Corporation" on pages
750 to 751, the information set out under "Merrill Lynch B.V." on pages 754 to 755, the
information set out under "Selected Financial Data of Merrill Lynch B.V." on pages 756 to 759,
the information set out under "Merrill Lynch International & Co. C.V." on pages 760 to761, the
information set out under "Selected Financial Data of Merrill Lynch International & Co. C.V."
on pages 762 to 763, the information set out under "Form of Final Terms of the Cash Settled
Exchangeable Notes" on pages 216 to 227, the information set out under "Terms and Conditions
of the Cash Settled Exchangeable Notes" on pages 228 to 265, the information set out under "Form
of Final Terms of the W&C Instruments" on pages 267 to 308, the information set out under
"Terms and Conditions of the W&C Instruments" on pages 309 to 355, the information set out
under "Use of Proceeds of the W&C Instruments" on page 356, the information set out under
"Annex 3 Additional Terms and Conditions for Low Exercise Price Warrants" on pages 391 to 412,
the information set out under "Annex 9B Additional Terms and Conditions for Credit Linked
W&C Instruments" on pages 532 to 601, the information set out under "Annex 10 Additional
Terms and Conditions for Physical Delivery Notes" on pages 602 to 607, the information set out
under "Annex 11A Additional Terms and Conditions for Rule 144A Notes" on pages 608 to 612,
the information set out under "Annex 11B Additional Terms and Conditions for Rule 144A
W&C Instruments" on pages 613 to 626, the information set out under "Annex 12 Additional
Terms and Conditions for Saudi Share Linked Warrants" on pages 627 to 632, the information set
out under "Annex 13 Additional Terms and Conditions for Secured Static/Floating Instruments"
on pages 633 to 670, the information set out under "Annex 14 Additional Terms and Conditions
for Secured Fully Floating Instruments" on pages 671 to 700, information incorporated by
reference in respect of BAC, MLBV and MLICo. and statements in respect of BAC, MLBV and
MLICo. under "General Information" on pages 822 to 825 (together, the "BofA Finance Offering
Circular"), and, to the best of the knowledge of BofA Finance, the information contained in the
BofA Finance Offering Circular is in accordance with the facts and makes no omission likely to
affect its import.
MLBV accepts responsibility for the information contained in this Offering Circular, excluding
the information set out under "Bank of America Corporation" on pages 746 to 749, the information
set out under "Selected Financial Data of Bank of America Corporation" on pages 750 to 751, the
information set out under "BofA Finance LLC" on pages 752 to 753, the information set out under
"Merrill Lynch International & Co. C.V." on pages 760 to761, the information set out under
"Selected Financial Data of Merrill Lynch International & Co. C.V." on pages 762 to 763,
information incorporated by reference in respect of BAC and MLICo. and statements in respect
of BAC, BofA Finance and MLICo. under "General Information" on pages 822 to 825 (together,
the "MLBV Offering Circular"), and, to the best of the knowledge of MLBV, the information

6

Important Notices
contained in the MLBV Offering Circular is in accordance with the facts and makes no omission
likely to affect its import.
MLICo. accepts responsibility for the information contained in this Offering Circular, excluding
the information set out under "Description of the Preference Share Issuer and the Preference
Shares" on pages 120 to 121, "Bank of America Corporation" on pages 746 to 749, the information
set out under "Selected Financial Data of Bank of America Corporation" on pages 750 to 751, the
information set out under "BofA Finance LLC" on pages 752 to 753, the information set out under
"Merrill Lynch B.V." on pages 754 to 755, the information set out under "Selected Financial Data
of Merrill Lynch B.V." on pages 756 to 759, the information set out under "Form of Final Terms
of the Notes" on pages 127 to 173, the information set out under "Terms and Conditions of the
Notes" on pages 174 to 215, the information set out under "Form of Final Terms of the Cash Settled
Exchangeable Notes" on pages 216 to 227, the information set out under "Terms and Conditions
of the Cash Settled Exchangeable Notes" on pages 228 to 265, the information set out under "Use
of Proceeds of the Notes" on page 266, the information set out under "Annex 9A Additional Terms
and Conditions for Credit Linked Notes" on pages 462 to 531, the information set out under "Annex
10 Additional Terms and Conditions for Physical Delivery Notes" on pages 602 to 607, the
information set out under "Annex 11A Additional Terms and Conditions for Rule 144A Notes"
on pages 608 to 612, the information set out under "Annex 15 Additional Terms and Conditions
for Preference Share Linked Notes" on pages 701 to 706, the information incorporated by
reference in respect of BAC, BofA Finance and MLBV and statements in respect of BAC and
MLBV under "General Information" on pages 822 to 825 (together, the "MLICo. Offering
Circular"), and, to the best of the knowledge of MLICo., the information contained in the MLICo.
Offering Circular is in accordance with the facts and makes no omission likely to affect its import.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering
Circular in connection with an offer of Instruments are the persons named in the applicable Final
Terms as the relevant Issuer or the relevant Dealer(s) or Manager(s), as the case may be.
Information contained in this Offering Circular which is sourced from a third party has been
accurately reproduced and, as far as each Issuer and the Guarantor is aware and is able to
ascertain from information published by the relevant third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading. Each Issuer has also identified
the source(s) of such information.
The applicable Final Terms (if applicable) will specify the nature of the responsibility taken by the
relevant Issuer and the Guarantor (if applicable) for the information relating to the Reference
Item to which the relevant Instruments relate and which is contained in such Final Terms.
No person is or has been authorised by BAC, BofA Finance, MLBV, MLICo., Merrill Lynch
International ("MLI"), BofA Securities Europe SA ("BofASE") or any other Dealer to give any
information or to make any representation not contained in or not consistent with this Offering
Circular or any other information supplied in connection with the Programme and, if given or
made, such information or representation must not be relied upon as having been authorised by
BAC, BofA Finance, MLBV, MLICo., MLI, BofASE or any other Dealer of an issue of
Instruments. This Offering Circular does not constitute, and may not be used for the purposes of,
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or solicitation and no action
is being taken to permit an offering of the Instruments or the distribution of this Offering Circular
in any jurisdiction where any such action is required.
This Offering Circular is to be read and construed in conjunction with all documents which are,
or are deemed to be, incorporated herein by reference (see "Documents Incorporated by
Reference" on pages 15 to 24). This Offering Circular shall be read and construed on the basis that
such documents are incorporated in and form part of this Offering Circular.
The Instruments of each issue may be sold by the relevant Issuer and/or any Dealer at such time
and at such prices as the relevant Issuer and/or the Dealer(s) may select. There is no obligation
upon the relevant Issuer or any Dealer to sell all of the Instruments of any issue. The Instruments
of any issue may be offered or sold from time to time in one or more transactions in the over-the-

7

Important Notices
counter market or otherwise at prevailing market prices or in negotiated transactions, at the
discretion of the relevant Issuer.
Subject as provided in the "Terms and Conditions of the Notes", the "Terms and Conditions of the
Cash Settled Exchangeable Notes" and the "Terms and Conditions of the W&C Instruments", as
applicable, each Issuer shall have complete discretion as to what type of Instruments it issues and
when.
Apart from BAC, BofA Finance, MLBV and MLICo., no other party has independently verified
the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by any Dealer as to the
accuracy or completeness of the information contained in this Offering Circular or any other
information provided by BAC, BofA Finance, MLBV and/or MLICo. No Dealer accepts any
liability in relation to the information contained or incorporated by reference in this Offering
Circular or any other information provided by BAC, BofA Finance, MLBV and/or MLICo. in
connection with the Programme.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Instruments (a) is intended to provide the basis of any credit or other evaluation
or (b) should be considered as a recommendation by BAC, BofA Finance, MLBV and/or MLICo.
or any Dealer that any recipient of this Offering Circular or any other information supplied in
connection with the Programme or any Instruments should purchase any Instruments. Each
investor contemplating purchasing any Instruments should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the relevant Issuer and the Guarantor (if applicable). Neither this Offering Circular nor any
other information supplied in connection with the Programme or any issue of Instruments
constitutes an offer or an invitation by or on behalf of BAC, BofA Finance, MLBV and/or MLICo.
or any Dealer or any other person to subscribe for or to purchase any Instruments.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Instruments
shall in any circumstances imply that the information contained herein concerning BAC, BofA
Finance, MLBV and/or MLICo. is correct at any time subsequent to the date hereof or that any
other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. No Dealer undertakes to review the
financial condition or affairs of BAC, BofA Finance, MLBV and/or MLICo. during the life of the
Programme or to advise any investor in the Instruments of any information coming to their
attention.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Instruments in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of
Instruments may be restricted by law in certain jurisdictions. None of BAC, BofA Finance, MLBV,
MLICo. and any Dealer represents that this Offering Circular may be lawfully distributed, or that
any Instruments may be lawfully offered, in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assumes
any responsibility for facilitating any such distribution or offer. In particular, unless specifically
indicated to the contrary in the applicable Final Terms, no action has been taken by BAC, BofA
Finance, MLBV, MLICo. or any Dealer which is intended to permit a public offering of any
Instruments or distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Instruments may be offered or sold, directly or indirectly,
and neither this Offering Circular nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Offering
Circular or any Instruments may come must inform themselves about, and observe, any such
restrictions on the distribution of this Offering Circular and the offering and sale of Instruments.
In particular, there are restrictions on the distribution of this Offering Circular and the offer or
sale of Instruments in the United States, the EEA (including France, Italy, Luxembourg, the
Netherlands and Spain), the United Kingdom, Argentina, Bermuda, Brazil, Cayman Islands,
Chile, China, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Hong Kong,
Israel, Japan, Jersey, Mexico, New Zealand, Nicaragua, Panama, Paraguay, Peru, Philippines,
Portugal, Singapore, South Korea, Switzerland, Taiwan, Thailand, United Arab Emirates and

8

Important Notices
Uruguay, and such other restrictions as may be required in connection with the offering and sale
of a particular Series of Instruments, including the restrictions in connection with the offering and
sale of Low Exercise Price Warrants that are linked to a share or an index listed on an exchange
in certain jurisdictions including China, India, Indonesia, Malaysia, Pakistan, Taiwan, Thailand
and Vietnam (see "Offering and Sale" on pages 790 to 821). In particular, the Instruments, the
Guarantee and, in certain cases, any securities to be delivered upon exercise or settlement of the
Instruments (if any) have not been and will not be registered under the Securities Act.
This Offering Circular has been prepared on the basis that any offer of Instruments in any
Member State of the EEA (each, a "Member State") will be made pursuant to an exemption under
the EU Prospectus Regulation from the requirement to publish a prospectus for offers of
Instruments. Accordingly any person making or intending to make an offer in that Member State
of Instruments which are the subject of an offering contemplated in this Offering Circular as
completed by the applicable Final Terms in relation to the offer of those Instruments may only do
so in circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer. None
of the relevant Issuer, the Guarantor (if applicable) and any Dealer have authorised, nor do they
authorise, the making of any offer of Instruments in circumstances in which an obligation arises
for the relevant Issuer, the Guarantor (if applicable) or any Dealer to publish or supplement a
prospectus for such offer.
This Offering Circular has been prepared on the basis that any offer of Instruments in the United
Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the
requirement to publish a prospectus for offers of Instruments. Accordingly any person making or
intending to make an offer of Instruments in the United Kingdom which are the subject of an
offering contemplated in this Offering Circular as completed by the applicable Final Terms in
relation to the offer of those Instruments may only do so in circumstances in which no obligation
arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to section 85 of the
FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each
case, in relation to such offer. None of the relevant Issuer, the Guarantor (if applicable) and any
Dealer have authorised, nor do they authorise, the making of any offer of Instruments in
circumstances in which an obligation arises for the relevant Issuer, the Guarantor (if applicable)
or any Dealer to publish or supplement a prospectus for such offer.
No Notes issued by MLBV or W&C Instruments (other than Rule 144A Instruments), or any
interests therein, may at any time be offered, sold, resold, pledged, assigned, delivered or otherwise
transferred, exercised or redeemed, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S) and any offer, sale, resale, pledge,
assignment, delivery or other transfer, exercise or redemption made, directly or indirectly, within
the United States or to, or for the account or benefit of, a U.S. person will not be recognised. See
"Notice to Purchasers and Holders of Instruments and Transfer Restrictions" and "Offering and
Sale". No Notes issued by BAC or BofA Finance may be offered, sold, resold, traded, transferred,
pledged, delivered, exercised or redeemed, directly or indirectly, in the United States or to, or for
the account or benefit of, a U.S. person (as defined in Regulation S) except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. The Notes issued by BAC or BofA Finance will be subject to certain restrictions on transfer
 see "Offering and Sale".
None of the Instruments and the Guarantees have been approved or disapproved by the U.S.
Securities and Exchange Commission (the "SEC") or any other securities commission or other
regulatory authority in the United States, nor have the foregoing authorities reviewed or passed
upon the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a
criminal offence in the United States. The Instruments, the Guarantees and certain Entitlements
do not constitute, and have not been marketed as, contracts of sale of a commodity for future
delivery (or options thereon) subject to the CEA, and trading in the Instruments has not been
approved by the CFTC pursuant to the CEA.
This Offering Circular is being submitted on a confidential basis in the United States to a limited
number of QIBs who are also QPs for informational use solely in connection with the consideration
of the purchase of the Rule 144A Instruments. It may not be copied or reproduced in the United

9

Important Notices
States in whole or in part nor may it be distributed or any of its contents disclosed to anyone in the
United States other than the prospective investors to whom it is originally submitted.
Each purchaser or holder of interests in the Instruments will be deemed, by its acceptance or
purchase of any such Instruments, to have made, or will be required to make, certain
representations and agreements as set out in "Notice to Purchasers and Holders of Instruments
and Transfer Restrictions" and "Offering and Sale".
Notwithstanding anything to the contrary contained herein, each holder and beneficial owner of
the Instruments (and each employee, representative, or other agent of each holder and beneficial
owner of the Instruments) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions described herein and all materials of any kind
that are provided to the holder or beneficial owner of the Instruments relating to such tax
treatment and tax structure (as such terms are defined in United States Treasury Regulation
Section 1.6011-4). This authorisation of tax disclosure is retroactively effective to the
commencement of discussions with holders or beneficial owners of the Instruments regarding the
transactions contemplated herein.
None of BAC, BofA Finance, MLBV and MLICo. has investigated, and none has or may have
access to information that would permit it to ascertain, whether any company which has issued
equity, debt or other instruments to which any Instruments relate is for United States tax purposes
a passive foreign investment company, a controlled foreign corporation, a publicly-traded
partnership or other type of pass-through entity. Prospective investors in any Instruments that are
U.S. taxpayers should consult their own advisers concerning United States tax considerations
relevant to an investment in such Instruments.
If Instruments are linked to Reference Items that are Shares of one or more United States issuers,
such Shares must be registered with the SEC. In addition, if Instruments are linked to Reference
Items that are (i) Shares of one or more United States issuers or (ii) indices comprised of stock,
Shares or other securities of United States issuers, such United States issuers must be, at the time
of the issuance of the relevant Instruments, a reporting issuer under the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"). If Instruments are linked to Reference Items that
are ADRs, such ADRs must be listed or admitted to trading on a U.S. securities exchange registered
under the Exchange Act or included in the OTC Bulletin Board Service operated by the Financial
Industry Regulatory Authority, Inc.
In this Offering Circular, references to "U.S.$", "$" and "U.S. dollars" are to United States Dollars;
references to "A$" are to Australian dollars; references to "EUR", "Euro", "euro" and "" are to
the lawful single currency of the member states of the European Union that have adopted and
continue to retain a common single currency through monetary union in accordance with
European Union treaty law (as amended from time to time); and references to "CNY" are to
Chinese Renminbi, the lawful currency of the People's Republic of China (including any lawful
successor to the CNY).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 calendar days after the issue
date of the relevant Tranche of Notes and 60 calendar days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.

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