Obligation America Bank Corporation 3% ( US06048WB906 ) en USD

America Bank Corporation

100.1 % ⇌

Etats-unis

US06048WB906 ( en USD )

3% par an ( paiement semestriel )

26/08/2029

Prospectus brochure de l'obligation Bank of America Corporation US06048WB906 en USD 3%, échéance 26/08/2029

06048WB90

27/08/2025 ( Dans 102 jours )

Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine.

L'Obligation émise par America Bank Corporation ( Etats-unis ) , en USD, avec le code ISIN US06048WB906, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/08/2029

424B2 1 e6393-424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated June 29, 2018
Registration Statement No. 333-224523
and Series N Prospectus Supplement dated June 29, 2018)

August 23, 2019

$35,000,000
Step Up Callable Notes, due August 27, 2029
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and the return
of the principal amount on the notes are subject to our credit risk.
·
The notes priced on August 23, 2019. The notes will mature on August 27, 2029. At maturity, if the notes have not been
previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued
and unpaid interest.
·
Interest will be paid on February 27 and August 27 of each year, commencing on February 27, 2020, with the final interest
payment date occurring on the maturity date.
·
The notes will accrue interest at the following rates per annum during the indicated periods of their term:
o
August 27, 2019 to but excluding August 27, 2026: 3.00%; and
o
August 27, 2026 to but excluding August 27, 2029: 3.25%.
·
We have the right to redeem all, but not less than all, of the notes on August 27, 2020, and on each subsequent interest
payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus
any accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WB90.
Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-4 of this pricing
supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note
Total
$35,000,000.00
Public Offering Price(1)
100.00%

Underwriting Discount(1)
0.40%

$ 140,000.00
Proceeds (before expenses) to BAC
99.60%

$34,860,000.00

(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling
concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as
$996.00 (99.60%) per $1,000 in principal amount of the notes. See "Supplemental Plan of Distribution--Conflicts of Interest" in this
pricing supplement.

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by
Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, and involve investment risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or
disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus
supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company on August 27, 2019 against
payment in immediately available funds.
Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018
BofA Merrill Lynch
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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated June 29, 2018, as
supplemented by the Series N prospectus supplement, dated June 29, 2018 (as so supplemented, together with all
documents incorporated by reference, the "prospectus"), and should be read with the prospectus.
· Title of the Series:
Step Up Callable Notes, due August 27, 2029
· Aggregate Principal Amount Initially $35,000,000
Being Issued:
· Issue Date:
August 27, 2019
· CUSIP No.:
06048WB90
· Maturity Date:
August 27, 2029
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Semi-annually. Each interest period (other than the first interest period,
which will begin on the issue date) will begin on, and will include, an
interest payment date, and will extend to, but will exclude, the next
succeeding interest payment date (or the maturity date, as applicable).
· Interest Payment Dates:
February 27 and August 27 of each year, beginning on February 27, 2020,
with the final interest payment date occurring on the maturity date.
· Interest Rates:
The notes will accrue interest during the following periods at the following
rates per annum:
Dates:
Annual Rate:
August 27, 2019 to but
3.00%
excluding August 27, 2026
August 27, 2026 to but
3.25%
excluding August 27, 2029
PS-2

· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes on
August 27, 2020, and on each subsequent interest payment date (other
than the maturity date). The redemption price will be 100% of the principal
amount of the notes, plus any accrued and unpaid interest. In order to call
the notes, we will give notice at least five business days but not more than
60 calendar days before the specified early redemption date.
· Business Days:
If any interest payment date, any early redemption date, or the maturity
date occurs on a day that is not a business day in New York, New York, then
the payment will be postponed until the next business day in New York,
New York. No additional interest will accrue on the notes as a result of such
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postponement, and no adjustment will be made to the length of the relevant
interest period.
· Repayment at Option of Holder:
None
· Record Dates for Interest Payments: For book-entry only notes, one business day in New York, New York prior to
the payment date. If notes are not held in book-entry only form, the record
dates will be the fifteenth calendar day preceding such interest payment
date, whether or not such record date is a business day.
· Events of Default and Rights of
If an event of default (as defined in the Senior Indenture) occurs and is
Acceleration:
continuing, holders of the notes may accelerate the maturity of the notes, as
described under "Description of Debt Securities--Events of Default and
Rights of Acceleration" in the prospectus. Upon an event of default, you will
be entitled to receive only your principal amount, and accrued and unpaid
interest, if any, through the acceleration date. In case of an event of default,
the notes will not bear a default interest rate. If a bankruptcy proceeding is
commenced in respect of us, your claim may be limited, under the U.S.
Bankruptcy Code, to the original public offering price of the notes.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Listing:
None
Certain capitalized terms used and not defined in this document have the meanings ascribed to them in the
prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all
references in this pricing supplement to "we," "us," "our," or similar references are to BAC.

As a result of the completion of the reorganization of Bank of America's U.S. broker-dealer business,
references to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") in the accompanying prospectus
supplement and prospectus, as such references relate to MLPF&S's institutional services, should now be read as
references to BofA Securities, Inc. ("BofAS").
PS-3

RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security.
Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the
notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an
appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in
general.
The notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any
interest payment date on or after August 27, 2020 (other than the maturity date). If you intend to purchase the notes,
you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem
the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater
than that which we would pay on our other interest bearing debt securities having a maturity comparable to the
remaining term of the notes. No further payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the
redemption in an investment with a return that is as high as the return on the notes would have been if they had not
been redeemed, or that has a similar level of risk.
Step-up notes present different investment considerations than fixed-rate notes. The rate of interest paid
by us on the notes will increase upward from the initial stated rate of interest on the notes. The notes are callable by
us, in whole but not in part, prior to maturity and, therefore, contain the redemption risk described above. If we do not
call the notes, the interest rate will step up as described on the cover of this pricing supplement. Unless general interest
rates rise significantly, you should not expect to earn the highest scheduled interest rate set forth on the cover of this
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pricing supplement because the notes are likely to be called prior to maturity if interest rates remain the same or fall
during their term. When determining whether to invest in a step-up fixed rate note, you should not focus on the highest
stated interest rate, which usually is the final step-up rate of interest. You should instead consider, among other things,
the overall annual percentage rate of interest to maturity or the various potential redemption dates as compared to
other investment alternatives.
An investment in the notes may be more risky than an investment in notes with a shorter term. The notes
have a term of 10 years, subject to our right to call the notes as set forth in this pricing supplement. By purchasing
notes with a relatively longer term, you are more exposed to fluctuations in interest rates than if you purchased a note
with a shorter term. In particular, you may be negatively affected if interest rates begin to rise, because the likelihood
that we will redeem your notes will decrease and the interest rate on the notes may be less than the amount of interest
you could earn on other investments with a similar level of risk available at that time. In addition, if you tried to sell
your notes at such time, their value in any secondary market transaction would also be adversely affected.
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. The notes are our senior unsecured debt securities.
As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability to repay
our obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at
any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as
they become due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads
prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return
on the notes
PS-4

depends upon factors in addition to our ability to pay our obligations, such as the difference between the interest rates
accruing on the notes and current market interest rates, an improvement in our credit ratings will not reduce the other
investment risks related to the notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing them, and
the price, if any, at which you may sell the notes in any secondary market transaction will likely be lower than
the public offering price due to, among other things, the inclusion of these costs. In determining the economic
terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into
account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the
selling agent or another purchaser might be willing to purchase the notes in a secondary market transaction is expected
to be lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and
the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for
them.
We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not
list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or
whether that market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors.
The number of potential buyers of the notes in any secondary market may be limited. We anticipate that our affiliate,
BofAS, will act as a market-maker for the notes, but neither BofAS nor any of our other affiliates is required to do so.
BofAS may discontinue its market-making activities as to the notes at any time. To the extent that BofAS engages in
any market-making activities, it may bid for or offer the notes. Any price at which BofAS may bid for, offer, purchase, or
sell any notes may differ from the values determined by pricing models that it may use, whether as a result of dealer
discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if
any, at which the notes might otherwise trade in the market.
In addition, if at any time BofAS were to cease acting as a market-maker for the notes, it is likely that there
would be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes.
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In such a case, the price at which the notes could be sold likely would be lower than if an active market existed and you
should be prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for, and the
market value of, the notes may be affected by a number of factors that may either offset or magnify each other,
including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest
rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
PS-5

·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital
markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
Our trading and hedging activities may create conflicts of interest with you. We or one or more of our
affiliates, including BofAS, may engage in trading activities related to the notes that are not for your account or on your
behalf. We expect to enter into arrangements to hedge the market risks associated with our obligation to pay the
amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements for the notes,
but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or
affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be
more or less than initially expected, but which could also result in a loss for the hedging counterparty. These trading
and hedging activities may present a conflict of interest between your interest in the notes and the interests we and our
affiliates may have in our proprietary accounts, in facilitating transactions for our other customers, and in accounts
under our management.
PS-6

U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations of the acquisition, ownership, and
disposition of the notes is based upon the advice of Sidley Austin LLP, our tax counsel. The following discussion is not
exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), regulations promulgated under the Code by the U.S. Treasury Department ("Treasury") (including
proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the
Internal Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to
differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not
assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements, is subject to the same qualifications and limitations as, and should be
read in conjunction with the discussion in the prospectus supplement under the caption "U.S. Federal Income Tax
Considerations," and in the prospectus under the caption "U.S. Federal Income Tax Considerations." To the extent
inconsistent, the following discussion supersedes the discussion in the prospectus supplement and the prospectus.
Subject to the discussion below concerning FATCA, this discussion only applies to U.S. Holders (as defined in
the accompanying prospectus) that are not excluded from the discussion of U.S. federal income taxation in the
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accompanying prospectus. In particular, subject to the discussion below concerning FATCA, this summary is directed
solely to U.S. Holders that will purchase the notes upon original issuance and will hold the notes as capital assets
within the meaning of Section 1221 of the Code, which generally means as property held for investment. This
discussion does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This
summary assumes that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the
principal amount thereof.
The notes will be treated as debt instruments for U.S. federal income tax purposes. The notes provide for an
initial fixed rate of interest that increases in subsequent periods. In addition, the notes provide us with the right to
redeem the notes on August 27, 2020 and on each subsequent interest payment date (other than the maturity date) at
a redemption price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest. Solely for
purposes of computing the yield and maturity of a debt instrument, applicable Treasury regulations generally deem an
issuer to exercise a call option in a manner that minimizes the yield on the debt instrument. This assumption is made
solely for U.S. federal income tax purposes of determining whether the notes are issued with original issue discount
("OID") and is not an indication of our intention to call or not to call the notes at any time. The yield on the notes would
be minimized if we call the notes on August 27, 2026. Accordingly, solely for purposes of determining the yield and
maturity of the notes we are deemed to exercise our right to redeem the notes on such date and the notes should be
treated as maturing on that date. Therefore, the notes should not be treated as having been issued with OID. If we do
not call the notes on such date, solely for purposes of determining the yield and maturity of the notes, the notes should
be deemed to be retired and reissued for an amount equal to their adjusted issue price on that date. This deemed
retirement and reissuance should not result in any taxable gain or loss to you. Solely for purposes of determining yield
and maturity, the deemed reissued notes should be subject to the rules discussed above. By application of those rules,
the deemed reissued notes should be treated as fixed rate debt instruments not bearing OID.
You should consult the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt Securities
--Consequences to U.S. Holders" as it relates to fixed rate debt instruments not bearing OID in the accompanying
prospectus for a description of the consequences to you of the ownership and disposition of the notes.
PS-7

Upon the sale, exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will recognize gain
or loss equal to the difference between the amount realized upon the sale, exchange, redemption, retirement, or other
disposition (less an amount equal to any accrued interest not previously included in income if the note is disposed of
between interest payment dates, which will be included in income as interest income for U.S. federal income tax
purposes) and the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally
will be the cost of the note to such U.S. Holder, increased by any OID, market discount, de minimis OID, or de minimis
market discount previously included in income with respect to the note, and decreased by the amount of any premium
previously amortized to reduce interest on the note and the amount of any payment (other than a payment of qualified
stated interest) received in respect of the note.
Except as discussed in the prospectus with respect to market discount, gain or loss realized on the sale,
exchange, redemption, retirement, or other disposition of a note generally will be capital gain or loss and will be long-
term capital gain or loss if the note has been held for more than one year. The ability of U.S. Holders to deduct capital
losses is subject to limitations under the Code.
Foreign Account Tax Compliance Act ("FATCA")
The discussion in the accompanying prospectus under "U.S. Federal Income Tax Considerations Foreign
Account Tax Compliance Act" is hereby modified to reflect regulations proposed by Treasury indicating its intent to
eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, settlement at
maturity, or other disposition of relevant financial instruments. Treasury has indicated that taxpayers may rely on these
proposed regulations pending their finalization.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring,
owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or
other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.
PS-8
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VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on
the schedule to the master global note that represents the notes (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 pricing supplement and the related prospectus and prospectus
supplement, all in accordance with the provisions of the indenture governing the notes, such notes will be the legal,
valid and binding obligations of BAC, subject to the effect of applicable bankruptcy, insolvency (including laws relating
to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws
affecting creditors' rights generally, and to general principles of equity. This opinion is given as of the date hereof and is
limited to the laws of the State of New York and the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
foregoing) as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture governing the notes and due authentication of the
Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect to the
trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to
McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods
LLP as copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the
letter of McGuireWoods LLP dated April 30, 2018, which has been filed as an exhibit to BAC's Registration Statement
relating to the notes filed with the Securities and Exchange Commission on April 30, 2018.
Sidley Austin LLP, New York, New York, is acting as counsel to BofAS and as special tax counsel to BAC.
PS-9

SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
Our broker-dealer subsidiary, BofAS, will act as our selling agent in connection with the offering of the notes.
The selling agent is a party to the distribution agreement described in the "Supplemental Plan of Distribution (Conflicts
of Interest)" beginning on page S-18 of the accompanying prospectus supplement.
The selling agent will receive the compensation set forth on the cover page of this pricing supplement as to the
notes sold through its efforts. The selling agent is a member of the Financial Industry Regulatory Authority, Inc.
("FINRA"). Accordingly, the offering of the notes will conform to the requirements of FINRA Rule 5121. Certain dealers
who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling
concessions, fees, or commissions. The price to public for investors purchasing the notes in these accounts may be as
low as $996.00 per $1,000 in principal amount of the notes.
The selling agent is not acting as your fiduciary or advisor solely as a result of the offering of the notes, and you
should not rely upon any communication from the selling agent in connection with the notes as investment advice or a
recommendation to purchase the notes. You should make your own investment decision regarding the notes after
consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement with BofAS, BofAS will purchase the notes from us on the issue
date as principal at the purchase price indicated on the cover of this pricing supplement, less the indicated
underwriting discount.
BofAS may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated
with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more
additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all
dealers will purchase or repurchase the notes at the same discount.
BofAS and any of our other broker-dealer affiliates may use this pricing supplement, and the accompanying
prospectus supplement and prospectus for offers and sales in secondary market transactions and market-making
transactions in the notes. However, they are not obligated to engage in such secondary market transactions and/or
market-making transactions. Our affiliates may act as principal or agent in these transactions, and any such sales will
be made at prices related to prevailing market prices at the time of the sale.
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Sales Outside of the United States
The notes have not been approved for public sale in any jurisdiction outside of the United States. There has
been no registration or filing as to the notes with any regulatory, securities, banking, or local authority outside of the
United States and no action has been taken by BAC, BofAS or any other affiliate of BAC to offer the notes in any
jurisdiction other than the United States. As such, these notes are made available to investors outside of the United
States only in jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result in
compliance with applicable laws and regulations, including private placement requirements.
Further, no offer or sale of the notes is being made to residents of:
·
Belize
·
Aruba
·
Botswana
·
Belgium
·
Malaysia
·
Kazakhstan
PS-10

·
India
·
Russia
You are urged to carefully review the Selling Restrictions that may be applicable to your jurisdiction beginning
on page S-20 of the accompanying prospectus supplement.
None of this pricing supplement, the accompanying prospectus supplement nor the accompanying prospectus is
a prospectus for the purposes of the Prospectus Directive (as defined below). This pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer
of notes in any Member State of the European Economic Area (the "EEA") which has implemented the Prospectus
Directive (each, a "Relevant Member State") will only be made to a legal entity which is a qualified investor under the
Prospectus Directive ("Qualified Investors"). Accordingly any person making or intending to make an offer in that
Relevant Member State of notes which are the subject of the offering contemplated in this pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus may only do so with respect to Qualified
Investors. Neither BAC nor the selling agent have authorized, nor do they authorize, the making of any offer of notes
other than to Qualified Investors. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors The notes 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 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 Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within
the meaning of Directive 2002/92/EC (the Insurance Mediation Directive), as amended, 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 notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The communication of this pricing supplement, the accompanying prospectus supplement, the accompanying
prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and
such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of
the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in
the United Kingdom who have professional experience in matters relating to investments and who fall within the
definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to
(d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under
https://www.sec.gov/Archives/edgar/data/70858/000089109219008893/e6393-424b2.htm[8/27/2019 1:41:52 PM]

the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United
Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this pricing
supplement, the accompanying prospectus supplement and the accompanying prospectus relates will be engaged in
only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on
this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their
contents.
PS-11
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Document Outline

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