Obbligazione America Bank Corporation 0% ( XS2015265825 ) in USD

America Bank Corporation

100 USD ⇌

Stati Uniti

XS2015265825 ( in USD )

20/06/2059

Prospetto opuscolo dell'obbligazione Bank of America Corporation XS2015265825 en USD 0%, scadenza 20/06/2059

5 000 000 USD

50 000 000 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 XS2015265825, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 20/06/2059

OFFERING CIRCULAR
16 May 2019
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for the purpose of Article 5.4 of Directive 2003/71/EC (as amended or superseded, "Prospectus
Directive"). This Offering Circular supersedes and replaces the Offering Circular dated 18 May 2018.
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 (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 167 to 210 and the additional Terms and Conditions on pages 354 to 389, pages 411 to
529, pages 600 to 610 and pages 631 to 698 (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 305 to 352 and the additional Terms and
Conditions on pages 354 to 459, pages 530 to 599 and pages 611 to 698 (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 223 to 261 (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 16 May 2019 (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 16 May 2019 (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, "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 5 of the Swiss
Federal Act on Investment Schemes of 23 June 2006 (the "CISA") ("Structured Products") which are
not listed on SIX Swiss Exchange or an another Swiss stock exchange that ensures the transparency
required by the CISA and its implementing ordinance ("Unlisted Structured Products") and which are
intended to be distributed in Switzerland to non-qualified investors within the meaning of the CISA, the
relevant Issuer will set forth all information which may be required to be disclosed in a simplified
prospectus complying with Article 5 CISA, its implementing regulations and the Swiss Banking
Guidelines on Informing Investors about Structured Products (as amended from time to time) in a
separate document referred to as "Final Terms" and/or "Simplified Prospectus" and the relevant Issuer
reserves the right to prepare such separate document for any other Instruments constituting Structured
Products.

2

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 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 167 to 210 and "Additional Terms
and Conditions for Rule 144A Notes" on pages 606 to 610. See "Terms and Conditions of the W&C
Instruments" on pages 305 to 352 and "Additional Terms and Conditions for Rule 144A W&C
Instruments" on pages 611 to 624. 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 710 to 727. 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 771 to 799.
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 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.

3

Each issue of Instruments will be issued in the form set out in "Form of the Instruments" on pages 117 to
121.
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 or superseded
("IMD"), 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 Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"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 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 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 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 Excluded 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).
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 36 to
103.

BofA MERRILL LYNCH

4

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 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 prospectus for the purposes of Article 5.4 of the Prospectus Directive. 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 728 to 730, the information set forth under "Selected Financial Data of Bank of America
Corporation" on pages 731 to 732, information incorporated by reference in respect of BAC and
the statements in respect of BAC under "General Information" on pages 800 to 803, and, to the
best of the knowledge of BAC (having taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything likely to affect the
import of such information. 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 728 to 730, the
information set out under "Selected Financial Data of Bank of America Corporation" on pages
731 to 732, the information set out under "Merrill Lynch B.V." on pages 735 to 736, the
information set out under "Selected Financial Data of Merrill Lynch B.V." on pages 737 to 739,
the information set out under "Merrill Lynch International & Co. C.V." on pages 740 to 741, the
information set out under "Selected Financial Data of Merrill Lynch International & Co. C.V."
on pages 742 to 743, the information set out under "Form of Final Terms of the Cash Settled
Exchangeable Notes" on pages 211 to 222, the information set out under "Terms and Conditions
of the Cash Settled Exchangeable Notes" on pages 223 to 261, the information set out under
"Form of Final Terms of the W&C Instruments" on pages 263 to 304, the information set out
under "Terms and Conditions of the W&C Instruments" on pages 305 to 352, the information
set out under "Use of Proceeds of the W&C Instruments" on page 353, the information set out
under "Annex 3 Additional Terms and Conditions for Low Exercise Price Warrants" on pages
390 to 410, the information set out under "Annex 9B Additional Terms and Conditions for
Credit Linked W&C Instruments" on pages 530 to 599,the information set out under "Annex 10
 Additional Terms and Conditions for Physical Delivery Notes" on pages 600 to 605, the
information set out under "Annex 11A Additional Terms and Conditions for Rule 144A Notes"
on pages 606 to 610, the information set out under "Annex 11B Additional Terms and
Conditions for Rule 144A W&C Instruments" on pages 611 to 624, the information set out under
"Annex 12 Additional Terms and Conditions for Saudi Share Linked Warrants" on pages 625 to
630, the information set out under "Annex 13 Additional Terms and Conditions for Secured
Static/Floating Instruments", the information set out under "Annex 14 Additional Terms and
Conditions for Secured Fully Floating Instruments", 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 800 to 803 (together, the "BofA Finance Offering
Circular"), and, to the best of the knowledge of BofA Finance (having taken all reasonable care
to ensure that such is the case), the information contained in the BofA Finance Offering Circular
is in accordance with the facts and does not omit anything likely to affect the import of such
information.
MLBV accepts responsibility for the information contained in this Offering Circular, excluding
the information set out under "Bank of America Corporation" on pages 728 to 730, the
information set out under "Selected Financial Data of Bank of America Corporation" on pages
731 to 732, the information set out under "BofA Finance LLC" on pages 733 to 734, the
information set out under "Merrill Lynch International & Co. C.V." on pages 740 to 741, the
information set out under "Selected Financial Data of Merrill Lynch International & Co. C.V."
on pages 742 to 743, 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
800 to 803 (together, the "MLBV Offering Circular"), and, to the best of the knowledge of MLBV
(having taken all reasonable care to ensure that such is the case), the information contained in

5

Important Notices
the MLBV Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information.
MLICo. accepts responsibility for the information contained in this Offering Circular, excluding
the information set out under "Bank of America Corporation" on pages 728 to 730, the
information set out under "Selected Financial Data of Bank of America Corporation" on pages
731 to 732, the information set out under "BofA Finance LLC" on pages 733 to 734, the
information set out under "Merrill Lynch B.V." on pages 735 to 736, the information set out
under "Selected Financial Data of Merrill Lynch B.V." on pages 737 to 739, the information set
out under "Form of Final Terms of the Notes" on pages 122 to 166, the information set out under
"Terms and Conditions of the Notes" on pages 167 to 210, the information set out under "Form
of Final Terms of the Cash Settled Exchangeable Notes" on pages 211 to 222, the information set
out under "Terms and Conditions of the Cash Settled Exchangeable Notes" on pages 223 to 261,
the information set out under "Use of Proceeds of the Notes" on page 262, the information set out
under "Annex 9A Additional Terms and Conditions for Credit Linked Notes" on pages 460 to
529, the information set out under "Annex 10 Additional Terms and Conditions for Physical
Delivery Notes" on pages 600 to 605, the information set out under "Annex 11A Additional
Terms and Conditions for Rule 144A Notes" on pages 606 to 610, 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 800 to 803 (together, the "MLICo. Offering
Circular"), and, to the best of the knowledge of MLICo. (having taken all reasonable care to
ensure that such is the case), the information contained in the MLICo. Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such
information.
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 13 to24). 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

6

Important Notices
of any issue may be offered or sold from time to time in one or more transactions in the over-the-
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 European
Economic Area (including Luxembourg, the United Kingdom, Austria, France, Italy, Spain and
the Netherlands), Argentina, Australia, Bahamas, Bahrain, Bermuda, Brazil, Cayman Islands,

7

Important Notices
Chile, China, Colombia, El Salvador, Guatemala, Hong Kong, India, Indonesia, Israel, Japan,
Malaysia, Mauritius, Mexico, Pakistan, Panama, Peru, Philippines, Singapore, South Korea,
Switzerland, Taiwan, Thailand, Turkey, Uruguay and Vietnam, and such other restrictions as
may be required in connection with the offering and sale of a particular Series of Instruments
(see "Offering and Sale" on pages 771 to 799). 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 European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Instruments. Accordingly any person making or intending to make an
offer in that Relevant 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 Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, 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".
The Instruments and the Guarantee have not 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 Guarantee 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 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

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Important Notices
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); references to "SEK" are to
Swedish Krona, 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.

9

Cautionary Note Regarding Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Offering Circular constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These statements may be identified by looking for words such as "plan", "believe",
"expect", "intend", "anticipate", "estimate", "project", "potential", "possible", or other similar
expressions, or future or conditional verbs such as "will", "should", "would", and "could".
All forward-looking statements, by their nature, are subject to risks and uncertainties. Actual results
may differ materially from those set forth in these forward-looking statements. As a large, international
financial services company, BAC and its subsidiaries face risks that are inherent in the businesses and
market places in which they operate. Information regarding important factors that could cause BAC's
future financial performance to vary from that described in its forward-looking statements is contained
in the BAC 2018 Annual Report (a defined below), which is incorporated by reference in this Offering
Circular, under the captions "Item 1A. Risk Factors" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations".
Investors should not place undue reliance on any forward-looking statements, which speak only as of
the dates they are made.
All subsequent written and oral forward-looking statements attributable to BAC or any person on its
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in
this section. Except to the extent required by applicable law or regulation, BAC undertakes no
obligation to update these forward-looking statements to reflect events or circumstances after the date
of this Offering Circular or to reflect the occurrence of unanticipated events.

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