Obligation America Bank Corporation 0.58% ( US06048WQS25 ) en USD

America Bank Corporation

100 % ▼

Etas-Unis

US06048WQS25 ( en USD )

0.58% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation Bank of America Corporation US06048WQS25 en USD 0.58%, échue

1 000 USD

5 590 000 USD

06048WQS2

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 ( Etas-Unis ) , en USD, avec le code ISIN US06048WQS25, paye un coupon de 0.58% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2025

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US06048WQS25, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US06048WQS25, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 e63961_424b2.htm PRICING SUPPLEMENT NO. 1423
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-180488
Pricing Supplement No. 1423
(To Prospectus dated February 24, 2015
and Series L Prospectus Supplement dated February 24, 2015)
April 28, 2015
$5,590,000
Fixed to Floating Rate Notes Linked to CMS10, due April 30, 2025
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and return of principal on the notes are subject to our
credit risk.
·
The notes will mature on April 30, 2025. At maturity, you will receive a cash payment equal to 100% of the principal amount of your notes, plus any accrued and
unpaid interest.
·
Interest will be paid on January 30, April 30, July 30 and October 30 of each year, beginning on July 30, 2015.
·
From, and including, the issue date to, but excluding, April 30, 2017, the notes will bear interest at the fixed rate of 3.25% per annum.
·
From, and including, April 30, 2017, to, but excluding, the maturity date, the notes will bear interest at a per annum floating rate equal to the 10-year U.S. Dollar
Constant Maturity Swap Rate ("CMS10").
·
We will not have the option to redeem the notes prior to maturity.
·
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.
·
In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is acting in its capacity as principal for your account.
·
The CUSIP number for the notes is 06048WQS2.
·
The initial estimated value of the notes is less than the public offering price. As of April 28, 2015 (the "pricing date"), the initial estimated value of the notes is
$967 per $1,000 in principal amount. See "Summary of Terms" beginning on page PS-2 of this pricing supplement, "Risk Factors" beginning on page PS-5 of this
pricing supplement and "Structuring the Notes" on page PS-12 of this pricing supplement for additional information. The actual value of your notes at any time will
reflect many factors and cannot be predicted with accuracy.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note

Total
Public Offering Price
100.00%

$5,590,000
Underwriting Discount
0.96%*

$ 53,664
Proceeds (before expenses) to BAC

99.04%
$5,536,336
* We or one of our affiliates may pay varying selling concessions of up to 0.96% in connection with the distribution of the notes to other registered broker-dealers.
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. Potential purchasers of the notes should
consider the information in "Risk Factors" beginning on page PS-5 of this pricing supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached
prospectus.
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 April 30, 2015 against payment in immediately available funds.
Series L MTN prospectus supplement dated February 24, 2015
and prospectus dated February 24, 2015
BofA Merrill Lynch

SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated February 24, 2015, as supplemented by the Series
L prospectus supplement, dated February 24, 2015 (as so supplemented, together with all documents incorporated by reference, the "prospectus"),
and should be read with the prospectus. Unless otherwise defined in this pricing supplement, terms used herein have the same meanings as are
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given to them in the prospectus.
· Title of the Series:
Fixed to Floating Rate Notes Linked to CMS10, due April 30, 2025
· Aggregate Principal Amount
$5,590,000
Initially Being Issued:

· Issue Date:
April 30, 2015
· Maturity Date:
April 30, 2025
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Quarterly. 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:
January 30, April 30, July 30 and October 30 of each year, beginning on July 30, 2015.
· Interest Reset Dates:
January 30, April 30, July 30 and October 30 of each year, beginning on April 30, 2017.
Fixed Rate Period. From, and including, the issue date to, but excluding, April 30, 2017, the
· Interest Rates:
notes will bear interest at the fixed rate of 3.25% per annum.
Floating Rate Period. From, and including, April 30, 2017 to, but excluding, the maturity date
(the "Floating Rate Period"), the notes will bear interest at a per annum floating rate equal to
CMS10. The rate of interest payable on the notes during the floating rate period will not be
less than 0%.
"CMS10" means the 10-year U.S. Dollar Constant Maturity Swap Rate, expressed as a
percentage, as quoted on the Reuters Screen ISDAFIX3 Page, at 11:00 a.m., New York City
time, on the applicable interest determination date.
· Interest Determination Date:
The "interest determination date" for each quarterly interest period during the Floating Rate
Period will be the second U.S. Government Securities Business Day (as defined below) prior
to the beginning of the applicable quarterly interest period.
A "U.S. Government Securities Business Day" means any day, other than a Saturday, Sunday,
or a day on which the Securities Industry and Financial Markets Association (or any successor
thereto) recommends that the fixed income
PS-2

departments of its members be closed for the entire day for purposes of trading in U.S.
government securities.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Business Days:
If any interest payment 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
postponement, and no adjustment will be made to the length of the relevant interest period.
· Redemption at Our Option:
None
· Repayment at Option of Holder:
None
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· 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 first day of the
month in which the applicable interest payment is due.
· Unavailability of CMS10:
If, on any interest determination date, CMS10 is not quoted on the Reuters Screen ISDAFIX3
Page, or any page substituted for that page, then CMS10 will be a percentage determined on
the basis of the mid-market semi-annual swap rate quotations provided by three banks chosen
by the calculation agent (which may include one of our affiliates) at approximately 11:00
a.m., New York City time, on that date. For this purpose, the semi-annual swap rate means
the mean of the bid and offered rates for the semi-annual fixed leg, calculated on the basis of a
360-day year consisting of twelve 30-day months, of a fixed-for-floating U.S. dollar interest
rate swap transaction with a term equal to 10 years, commencing on the applicable date and in
a representative amount with an acknowledged dealer of good credit in the swap market,
where the floating leg, calculated on the actual number of days in a 360-day year, is
equivalent to USD-LIBOR-BBA, as quoted on the Reuters Screen LIBOR01 Page at 11:00
a.m., New York City time, with a designated maturity of three months. The calculation agent
will request the principal New York City office of each of the three banks chosen by it to
provide a quotation of its rate. If at least three quotations are provided, the rate for the
relevant interest determination date will be the arithmetic mean of the quotations. If two
quotations are provided, the rate for the relevant interest determination date will be the
arithmetic mean of the two quotations. If only one quotation is provided, the rate for the
relevant interest determination date will equal that one quotation. If no quotations are
available, then CMS10 will be the rate the calculation agent, in its sole discretion, determines
to be fair and reasonable under the circumstances at approximately 11:00 a.m., New York
City time, on the relevant interest determination date.
· Listing:
None
PS-3

· Estimated Initial Value:
Payments on the notes depend on our credit risk and on the level of CMS10. The economic
terms of the notes are based on our internal funding rate, which is the rate we would pay to
borrow funds through the issuance of market-linked notes and the economic terms of certain
related hedging arrangements we enter into. Our internal funding rate is typically lower than
the rate we would pay when we issue conventional fixed or floating rate debt securities. This
difference in our internal funding rate, as well as the underwriting discount and the hedging
related charges described below, reduced the economic terms of the notes to you and the
initial estimated value of the notes. Due to these factors, the public offering price you pay to
purchase the notes is greater than the initial estimated value of the notes.
The estimated initial estimated value of the notes as of the pricing date is set forth on the cover
page of this document. For more information about the initial estimated value and the
structuring of the notes, see "Risk Factors" on page PS-5 and "Structuring the Notes" on page
PS-12.
PS-4

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.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect
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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 default on our financial obligations, 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 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.
The public offering price you pay for the notes exceeds their initial estimated value. The initial estimated value of the notes that is
provided in this pricing supplement is an estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These
pricing models consider certain assumptions and variables, including our credit spreads, our internal funding rate, mid-market terms on hedging
transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in
part on certain forecasts about future events, which may prove to be incorrect.
The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S or any of our affiliates would be
willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market
conditions.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.
If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than their
initial estimated value. This is due to, among other things, changes in the level of market interest rates, our internal funding rate, and the inclusion in
the public offering price of the underwriting discount and the hedging related charges, all as further described in "Structuring the Notes" on page PS-
22. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you
may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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.
PS-5

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 MLPF&S will act as a market-maker for the notes, but neither
MLPF&S nor any of our other affiliates is required to do so. MLPF&S may discontinue its market-making activities as to the notes at any time. To
the extent that MLPF&S engages in any market-making activities, it may bid for or offer the notes. Any price at which MLPF&S 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 MLPF&S 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. In such a case, the price at which the notes could be sold likely would be lower than if an active market existed.
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;
·
the level, direction, and volatility of market interest rates generally;
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;
·
our financial condition and creditworthiness; and
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·
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 MLPF&S,
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.

You must rely on your own evaluation of the merits of an investment linked to CMS10. In the ordinary course of their businesses, we
or our affiliates may have expressed views on expected movements in CMS10 and related interest rates, and may do so in the future. These views or
reports may be communicated to our clients and clients of our affiliates. However, these views are subject to change from time to time. Moreover,
other professionals who deal in markets relating to CMS10 may at any time have significantly different views from those of ours or our affiliates.
For these reasons, you are encouraged to derive information concerning CMS10 and related interest rates from multiple sources, and you should not
rely on the views expressed by us or our affiliates.
PS-6

Neither the offering of the notes nor any views which we or our affiliates from time to time may express in the ordinary course of their
businesses constitutes a recommendation as to the merits of an investment in the notes.
Recent regulatory investigations regarding potential manipulation of ISDAFIX may adversely affect your notes. It has been reported
that certain U.S. and non-U.S. regulators are investigating potential manipulation of ISDAFIX. If such manipulation occurred, it may have resulted
in CMS10 being artificially lower (or higher) than it would otherwise have been. Any changes or reforms affecting the determination or supervision
of ISDAFIX in light of these investigations may result in a sudden or prolonged decrease in reported ISDAFIX, which may have an adverse impact
on the trading market for ISDAFIX-benchmarked securities, such as your notes, the market value of your notes and the payments on your notes
during the Floating Rate Period.
PS-7

THE CMS10
CMS10 is a "constant maturity swap rate" that measures the fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dollar
interest rate swap transaction with a maturity of 10 years. In such a hypothetical swap transaction, the fixed rate of interest, payable semi-annually on
the basis of a 360-day year consisting of twelve 30-day months, is exchangeable for a floating 3-month LIBOR-based payment stream that is payable
quarterly on the basis of the actual number of days elapsed during a quarterly period in a 360-day year. "LIBOR" is the London Interbank Offered
Rate and is a common rate of interest used in the swaps industry.
Historical Levels of CMS10
The following graph sets forth the historical performance of the CMS10 based on the daily historical levels from January 1, 2008 through
the pricing date. We obtained the rates below from the Bloomberg Professional® Service. We have not undertaken any independent review of, or
made any due diligence inquiry with respect to, the information obtained from the Bloomberg Professional® service. The rates displayed in the graph
below are for illustrative purposes only.
The rates reported by the Bloomberg Professional® Service may not be indicative of the CMS10 that will be derived from the applicable
Reuters page.
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PS-8

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 Morrison & Foerster LLP, our tax counsel. The following discussion supplements, and to the extent inconsistent
supersedes, the discussions under "U.S. Federal Income Tax Considerations" in the accompanying prospectus and under "U.S. Federal Income Tax
Considerations" in the accompanying prospectus supplement and 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 ("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. This summary does not include any description of the tax laws of any state or local governments, or of any foreign
government, that may be applicable to a particular holder.
This summary is directed solely to U.S. Holders and Non-U.S. Holders that, except as otherwise specifically noted, 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 property held
for investment, and that are not excluded from the discussion under "U.S. Federal Income Tax Considerations" in the accompanying prospectus. This
summary assumes that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
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.
U.S. Holders
The notes will be treated as variable rate debt instruments providing for stated interest at a single fixed rate and one or more qualified
floating rates. Under Treasury regulations applicable to such instruments, you generally will be required to account for interest on the notes as
described below. You will be required to construct an "equivalent fixed rate debt instrument" for the notes and apply the general rules applicable to
debt instruments described under the section of the prospectus entitled "U.S. Federal Income Tax Considerations Taxation of Debt Securities." The
applicable rules require (i) replacing the initial fixed rate by a "qualified floating rate" that would preserve the fair market value of the notes, and (ii)
determining the fixed rate substitute for each floating rate. The fixed rate substitute for each qualified floating rate is the value of the rate on the issue
date of the notes. The equivalent fixed rate debt instrument is the hypothetical instrument that has terms that are identical to those of the notes, except
that the equivalent fixed rate debt instrument provides for the fixed rate substitutes in lieu of the rates on the notes. Under these rules, the equivalent
fixed rate debt instrument will have stated interest equal to the fixed rate substitutes. The amount of OID is determined for the equivalent fixed rate
debt instrument under the rules applicable to fixed rate debt instruments and is taken into account as if the holder held the equivalent fixed rate debt
instrument. Please see the discussion in the prospectus under the section entitled "U.S. Federal Income Tax Considerations Taxation of Debt
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Securities Consequences to U.S. Holders Original Issue Discount" for a discussion of these rules. Under these rules, based on the rates in effect
as of the date of this pricing supplement we expect that the notes will be issued with no more than de minimis OID. You will be required to make
appropriate adjustments for interest actually paid on the notes. Qualified stated interest and OID, if any, allocable to an accrual period must be
increased (or decreased) if the interest actually accrued or paid during an accrual period exceeds (or is less than) the interest assumed to be accrued
or paid during the accrual period under the equivalent fixed rate debt instrument. This increase
PS-9

or decrease is an adjustment to qualified stated interest for the accrual period if the equivalent fixed rate debt instrument provides for qualified stated
interest and the increase or decrease is reflected in the amount actually paid during the accrual period. Otherwise, this increase or decrease is an
adjustment to OID, if any, for the accrual period.
Upon the sale, exchange, 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, 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 previously included in income with respect to the note, and decreased by the amount of any payment (other
than a payment of qualified stated interest) received in respect of the note. Any gain or loss realized on the sale, exchange, 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.
Non-U.S. Holders
Please see the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt Securities--Consequences to Non-U.S.
Holders" in the accompanying prospectus for the material U.S. federal income tax consequences that will apply to Non-U.S. Holders of the notes.
Backup Withholding and Information Reporting
Please see the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt Securities--Backup Withholding and
Information Reporting" in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting
rules to payments made on the notes.
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-10

SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
Our broker-dealer subsidiary, MLPF&S, 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)" on page S-14 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. We or one of our affiliates may pay varying selling concessions of up to 0.96% in connection with the distribution of the notes to other
registered broker-dealers.
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.
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.
If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your
account. Under the terms of our distribution agreement with MLPF&S, MLPF&S 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.
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MLPF&S 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.
PS-11

STRUCTURING THE NOTES
The notes are our debt securities, the return on which is linked to the performance of CMS10. As is the case for all of our debt securities,
including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. In addition,
because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under these
notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security. This generally
relatively lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-
linked notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price.
In order to meet our payment obligations on the notes, at the time we issue the notes, we may choose to enter into certain hedging
arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates. The terms of these hedging
arrangements are determined based upon terms provided by MLP&S and its affiliates, and take into account a number of factors, including our
creditworthiness, interest rate movements, the volatility of the CMS10, the tenor of the notes and the hedging arrangements. The economic terms of
the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include hedging related charges, reflecting the costs associated with, and our
affiliates' profit earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual
profits or losses from these hedging transactions may be more or less than this amount.
For further information, see "Risk Factors" beginning on page PS-5 of this pricing supplement.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master
Registered Global Senior Note, dated March 30, 2012 (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 supplement and prospectus, all in accordance with the provisions of the indenture governing the notes, such
notes will be legal, valid and binding obligations of BAC, subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to
specific enforcement of remedies, and further subject to the application of principles of public policy. This opinion is given as of the date hereof and
is limited to the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). In addition, this opinion is subject to the
assumption that the trustee's certificate of authentication of the Master Note has been manually signed by one of the trustee's authorized officers and
to customary assumptions about the trustee's authorization, execution and delivery of the indenture governing the notes, the validity, binding nature
and enforceability of the indenture governing the notes with respect to the trustee, the legal capacity of natural persons, 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 photocopies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of
McGuireWoods LLP dated February 24, 2015, which has been filed as an exhibit to BAC's Post-Effective Amendment No. 2 to Registration
Statement relating to the notes filed with the Securities and Exchange Commission on February 24, 2015.
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ERISA CONSIDERATIONS
Each fiduciary of a pension, profit-sharing, or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974
("ERISA") (a "Plan"), should consider the fiduciary standards of ERISA in the context of the Plan's particular circumstances before authorizing an
investment in the notes. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan.
The fiduciary investment considerations summarized above generally apply to employee benefit plans maintained by private-sector
employers and to individual retirement accounts and other arrangements subject to Section 4975 of the Code, but generally do not apply to
governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), and foreign plans (as
described in Section 4(b)(4) of ERISA). However, these other plans may be subject to similar provisions under applicable federal, state, local,
foreign, or other regulations, rules, or laws ("similar laws"). The fiduciaries of plans subject to similar laws should also consider the foregoing issues
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in general terms as well as any further issues arising under the applicable similar laws.
In addition, we and certain of our subsidiaries and affiliates, including MLPF&S, may be each considered a party in interest within the
meaning of ERISA, or a disqualified person (within the meaning of the Code), with respect to many Plans, as well as many individual retirement
accounts and Keogh plans (also "Plans"). Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the
notes are acquired by or with the assets of a Plan with respect to which we or any of our affiliates is a party in interest, unless the notes are acquired
under an exemption from the prohibited transaction rules. A violation of these prohibited transaction rules could result in an excise tax or other
liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or
administrative exemption.
Under ERISA and various prohibited transaction class exemptions ("PTCEs") issued by the U.S. Department of Labor, exemptive relief
may be available for direct or indirect prohibited transactions resulting from the purchase, holding, or disposition of the notes. Those exemptions are
PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company
general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving
insurance company separate accounts), PTCE 84-14 (for certain transactions determined by independent qualified asset managers), and the
exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for certain arm's-length transactions with a person that is a party
in interest solely by reason of providing services to Plans or being an affiliate of such a service provider (the "Service Provider Exemption").
Because we may be considered a party in interest with respect to many Plans, the notes may not be purchased, held, or disposed of by any
Plan, any entity whose underlying assets include plan assets by reason of any Plan's investment in the entity (a "Plan Asset Entity") or any person
investing plan assets of any Plan, unless such purchase, holding, or disposition is eligible for exemptive relief, including relief available under PTCE
96-23, 95-60, 91-38, 90-1, or 84-14 or the Service Provider Exemption, or such purchase, holding, or disposition is otherwise not prohibited. Any
purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the notes will be deemed to have represented, in its
corporate and its fiduciary capacity, by its purchase and holding of the notes that either (a) it is not a Plan or a Plan Asset Entity and is not
purchasing such notes on behalf of or with plan assets of any Plan or any plan subject to similar laws or (b) its purchase, holding, and disposition are
eligible for exemptive relief or such purchase, holding, and disposition are not prohibited by ERISA or Section 4975 of the Code or similar laws.
Further, any person acquiring or holding the notes on behalf of any plan or with any plan assets shall be deemed to represent on behalf of
itself and such plan that (x) the plan is
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paying no more than, and is receiving no less than, adequate consideration within the meaning of Section 408(b)(17) of ERISA in connection with
the transaction or any redemption of the notes, (y) none of us, MLPF&S, or any other selling agent directly or indirectly exercises any discretionary
authority or control or renders investment advice or otherwise acts in a fiduciary capacity with respect to the assets of the plan within the meaning of
ERISA and (z) in making the foregoing representations and warranties, such person has applied sound business principles in determining whether
fair market value will be paid, and has made such determination acting in good faith.
In addition, any purchaser, that is a Plan or a Plan Asset Entity or that is acquiring the notes on behalf of a Plan or a Plan Asset Entity,
including any fiduciary purchasing on behalf of a Plan or Plan Asset entity, will be deemed to have represented, in its corporate and its fiduciary
capacity, by its purchase and holding of the notes that (a) none of us, MLPF&S, or any of our respective affiliates is a "fiduciary" (under Section
3(21) of ERISA, or under any final or proposed regulations thereunder, or with respect to a governmental, church, or foreign plan under any similar
laws) with respect to the acquisition, holding or disposition of the notes, or as a result of any exercise by us or our affiliates of any rights in
connection with the notes, (b) no advice provided by us or any of our affiliates has formed a primary basis for any investment decision by or on
behalf of such purchaser in connection with the notes and the transactions contemplated with respect to the notes, and (c) such purchaser recognizes
and agrees that any communication from us or any of our affiliates to the purchaser with respect to the notes is not intended by us or any of our
affiliates to be impartial investment advice and is rendered in its capacity as a seller of such notes and not a fiduciary to such purchaser. Purchasers
of the notes have exclusive responsibility for ensuring that their purchase, holding, and disposition of the notes do not violate the prohibited
transaction rules of ERISA or the Code or any similar regulations applicable to governmental or church plans, as described above.
This discussion is a general summary of some of the rules which apply to benefit plans and their related investment vehicles. This summary
does not include all of the investment considerations relevant to Plans and other benefit plan investors such as governmental, church, and foreign
plans and should not be construed as legal advice or a legal opinion. Due to the complexity of these rules and the penalties that may be imposed upon
persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the notes
on behalf of or with "plan assets" of any Plan or other benefit plan investor consult with their legal counsel prior to directing any such purchase.

PS-14

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Document Outline

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