Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-213265
(To Prospectus dated November 4, 2016,
Prospectus Supplement dated November 4, 2016 and
Product Supplement EQUITY INDICES ARN-1 
dated December 22, 2016)


253,500 Units
$10 principal amount per unit
CUSIP No. 097096150


Pricing Date
Settlement Date
Maturity Date


December 29, 2016
January 6, 2017
February 23, 2018
BofA Finance LLC
Accelerated Return Notes ®  Linked to the S&P 500 ®  Index
Fully and Unconditionally Guaranteed by 
Bank of America Corporation
   
Maturity of approximately 14 months
   
3-to-1 upside exposure to increases in the Index, subject to a capped return of 10.89%
   
1-to-1 downside exposure to decreases in the Index, with 100% of your investment at risk
   
All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
   
No periodic interest payments
   
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per un it. See “Structuring the Notes”
   
Limited secondary market liquidity, with no exchange listing
The  notes are being issued by BofA Finance LLC (“BofA  Finance ”) and are fully and unconditionally guaranteed b y Bank of America Corporation (“BAC” ). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS- 6  of this term sheet,  page PS-6 of product supplement EQUITY INDICES ARN-1 , page S-4 of the accompanying Series A MTN prospectus supplement and page 7 of the accompanying prospectus .
The initial estimated value of the notes as of the pricing date is $ 9.65  per unit, which is less than the public offering price listed below.  See “Summary” on the following page, “Risk Factors” beginning on page TS- 6  of this term sheet and “Structuring the Notes” on page TS- 11  of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
Per Unit
Total
Public offering price
$ 10.00
$ 2,535,000
Underwriting discount
$ 0.20
$ 50,700
Proceeds, before expenses, to  BofA Finance
$ 9.80
$ 2,484,300
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Merrill Lynch & Co.
December 29, 2016

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Summary
The Accelerated Return Notes ®  Linked to the S&P 500 ®  Index, due February 23, 2018 (the “notes”) are our senior unsecured debt securities.  Payments on the notes are fully and unconditionally guaranteed by BAC.  The notes  and the related guarantee are  not  in sured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of  BofA Finance’s  other unsecured and unsubordinated debt , and the related guarantee will rank equally with all of BAC’s other unsecured and unsubordinated obligations . Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BofA  Finance, as issuer, and BAC, as guarantor . The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the S&P 500 ®  Index (the “Index”), is   greater than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes, including the amount you receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our  and BAC’s  credit risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Capped Value) are based on  BAC’s  internal funding rate, which is the rate  it  would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internal funding rate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities.  This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.  
On the cover page of this term sheet, we have provided the initial estimated value for the notes.  This initial estimated value was determined based on our, BAC’s and our other affiliates’ pricing models, which take into consideration BAC’s internal funding rate and the market prices for the hedging arrangements related to the notes.  For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS- 11 .
Terms of the Notes
Redemption Amount  Determination
Issuer:
BofA Finance LLC (“BofA  Finance ”)
On the maturity date, you will receive a cash payment per unit determined as follows:
Guarantor:
Bank of America Corporation (“BAC”)
Principal Amount :
$10.00 per unit
Term:
Approximately 14 months
Market Measure:
The S&P 500 ®  Index (Bloomberg symbol: “SPX” ), a price return index
Starting Value:
2,249.26
Ending Value:
The average of the closing levels of the Market Measure on each scheduled calculation day occurring during the maturity valuation period. The calculation days are subject to postponement in the event of Market Disruption Events, as described on page PS-1 9  of product supplement EQUITY INDICES ARN-1.
Participation Rate:
300%
Capped Value:
$11.089 per unit , which represents a return of 10.89% over the principal amount.
Maturity Valuation Period :
February 13, 2018, February 14, 2018, February 15, 2018, February 16, 2018 and February 20, 2018 
Fees and Charges :
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS- 11 .
Calculation Agent :
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”),  an affiliate of BofA Finance.
 
Accelerated Return Notes ® 
TS- 2

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
The terms and risks of the notes are contained in this term sheet and in the following:
   
Product supplement EQUITY INDICES ARN-1 dated December 22, 2016:
http://www.sec.gov/Archives/edgar/data/70858/000119312516802321/d316490d424b5.htm
   
Series A MTN prospectus supplement dated November 4, 2016 and prospectus dated November 4, 2016:
http://www.sec.gov/Archives/edgar/data/70858/000119312516760144/d266649d424b3.htm
These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us , BAC  and this offering.  Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or  similar references are to BofA Finance, and not to BAC.  
Investor Considerations
You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you if:
   
You anticipate that the Index will increase moderately from the Starting Value to the Ending Value.
   
You are willing to risk a loss of principal and  return if the Index decreases  from the Starting Value to the Ending Value.
   
You accept that the return on the notes will be capped.
   
You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.
   
You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
   
You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected b y various factors, including  our and  BAC’s  actual a nd perceived creditworthiness, BAC’s  internal funding rate and fees and charges on the notes.
   
You are willing to assume our credit risk, as issuer of the notes,  and BAC’s credit risk, as guarantor of the notes,  for all payments under the notes, including the Redemption Amount.
   
You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
   
You seek principal repayment or preservation of capital.
   
You seek an uncapped return on your investment.
   
You seek interest payments or other current income on your investment.
   
You want to receive dividends or other distributions paid on the stocks included in the Index.
   
You seek an investment for which there will be a liquid secondary market.
   
You are unwilling or are unable to take market risk on the notes ,  to take our credit risk ,  as issuer of the notes , or to take BAC’s credit risk, as guarantor of the notes. 
We urge you to consu lt your investment, legal, tax,  accounting, and other advisors before you invest in the notes.

Accelerated Return Notes ® 
TS- 3

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Hypothetical Payout Profile and Examples of Payments at Maturity
Accelerated Return Notes ®
This graph reflects the returns on the notes based on the Participation Rate of 300% and the Capped Value of $11.089  per unit . The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in th e stocks included in the Index, excluding dividends.
This graph has been prepared for purposes of illustration only.
The following table and examples are for purposes of illustration only.  They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, the Participation Rate of 300%, the Capped Value of $11.0 8 9 per unit and a range of hypothetical Ending Values.  The actual amount you receive and the resulting total rate of return will depend on the actual Starting Value, Ending Value, Capped Value, and whether you hold the notes to maturity.  The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see “The Index” section below. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer  and guarantor  credit risk.
Ending Value
Percentage Change from the Starting Value to the Ending Value
Redemption Amount per Unit
Total Rate of Return on the Notes
0.00
-100.00%
$0.00
-100.00%
50.00
-50.00%
$5.00
-50.00%
80.00
-20.00%
$8.00
-20.00%
90.00
-10.00%
$9.00
-10.00%
94.00
-6.00%
$9.40
-6.00%
97.00
-3.00%
$9.70
-3.00%
100.00 (1)
0.00%
$10.00
0.00%
102.00
2.00%
$10.60
6.00%
105.00
5.00%
$11.089 (2)
10.89%
110.00
10.00%
$11.089
10.89%
120.00
20.00%
$11.089
10.89%
130.00
30.00%
$11.089
10.89%
140.00
40.00%
$11.089
10.89%
150.00
50.00%
$11.089
10.89%
160.00
60.00%
$11.089
10.89%
(1)    
The  hypothetical  Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value is 2,249.26, which was the closing level of the Market Measure on the pricing date.
(2)    
The Redemption Amount per unit cannot exceed the Capped Value.
Accelerated Return Notes ® 
TS- 4

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Example 1
The Ending Value is 80.00, or 80.00% of the Starting Value:
Starting Value:    100.00
Ending Value:     80.00
= $8.00  Redemption Amount per unit
Example 2
The Ending Value is 102.00, or 102.00% of the Starting Value:
Starting Value:          100.00
Ending Value:            102.00
= $10.60  Redemption Amount per unit
Example 3
The Ending Value is 130.00, or 130.00% of the Starting Value:
Starting Value:          100.00
Ending Value:            130.00
= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $11.089 per unit
Accelerated Return Notes ® 
TS- 5

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Risk Factors
There are important differences between the notes and a conventional debt security.  An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplemen t EQUITY INDICES ARN-1, page S-4 of the Series A  MTN prospectus  supplement, and page 7  of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
   
Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
   
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
   
Payments on the notes are subject to our credit risk, and the credit risk of BAC, and actual or perceived changes in our or BAC’s creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our  respective  obligations, you may lose your entire investment.
   
Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the stocks included in the Index.
   
We are a finance subsidiary and, as such, will have limited assets and operations.
   
BAC’s obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries
   
The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC: events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes
   
The initial estimated value of the notes  considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect.  The initial estimated value of the notes  is an estimate only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads  and those of BAC, BAC’s   internal funding  rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes.  These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
   
The public offering price you pay for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value.  This is due to, among other things, changes in the  level of the Index BAC’s  internal funding rate , and the inclusion in the public offering price of the underwriting discount and the hedging related charge, all as further described in “Structuring the Notes” on page TS- 11 . These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
   
The initial estimated value does not represent a minimum or maximum price at which we,  BAC,  MLPF&S or any of our  other  affiliates  would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the  Index , our  and BAC’s  creditworthiness and changes in market conditions.
   
A trading market is not expected to develop for the notes.  None of us, BAC or  MLPF&S is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
   
BAC and its affiliates’ hedging and trading activities (including trades in shares of companies included in the Index) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
   
The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.  
   
You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities. 
   
While BAC and our other affiliates may from time to time own securities of companies included in the Index, except to the extent that BAC’s common stock is included in the Index, we, BAC and our other affiliates do not control any company included in the Index, and are not responsible for any disclosure made by any other company.
   
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.  We have the right to appoint and remove the calculation agent.
Accelerated Return Notes ® 
TS- 6

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
   
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes.  See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-2 6  of product supplement EQUITY INDICES ARN-1.
Accelerated Return Notes ® 
TS- 7

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
The Index
All disclosures contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation, and changes in its components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (the “Index sponsor”). The Index sponsor, which licenses the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section of product supplement EQUITY INDICES ARN-1  beginning  on page PS- 20  entitled “Description of ARNs Discontinuance of an Index . ”  None of us,  BAC,  the calculation agent, or MLPF&S accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index.
The Index is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. 
The Index sponsor chooses companies for inclusion in the Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000 companies, which the Index sponsor uses as an assumed model for the composition of the total market. Relevant criteria employed by the Index sponsor include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock generally is responsive to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company.  Eleven  main groups of companies constitute the Index, with the approximate percentage of the market capitalization of the Index included in each group as of  November 30 , 2016 indicated in parentheses: Consumer Discretionary (12. 3 %); Consumer Staples ( 9.3 %); Energy (7 .5 %); Financials (1 4.6 %); Health Care (1 3.7 %); Industrials ( 10.5 %); Information Technology (2 0.8 %); Materials (2.9%);  Real Estate (2.8%)  Telecommunication Services (2. 5 %); and Utilities ( 3.1 %). The Index sponsor  may from time to time, in its sole discretion, add companies to, or delete companies from, the Index to achieve the objectives stated above.
The Index sponsor  calculates the Index by reference to the prices of the constituent stocks of the Index without taking account of the value of dividends paid on those stocks. As a result, the return on the notes will not reflect the return you would realize if you actually owned the Index constituent stocks and received the dividends paid on those stocks.
Computation of the Index
While the Index sponsor currently employs the following methodology to calculate the Index, no assurance can be given that the Index sponsor will not modify or change this methodology in a manner that may affect the Redemption Amount. 
Historically, the market value of any component stock of the Index was calculated as the product of the market price per share and the number of then outstanding shares of such component stock. In March 2005, the Index sponsor began shifting the Index halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the Index to full float adjustment on September 16, 2005. The Index sponsor’s criteria for selecting stocks for the Index did not change with the shift to float adjustment. However, the adjustment affects each company’s weight in the Index. 
Under float adjustment, the share counts used in calculating the Index reflect only those shares that are available to investors, not all of a company’s outstanding shares.  Float adjustment excludes shares that are closely held by control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing more than 5% of a stock’s outstanding shares, other than holdings by “block owners,” were removed from the float for purposes of calculating the Index.  Generally, these “control holders” will include officers and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake in a company as reported in regulatory filings.  However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and Canadian exchangeable shares are normally part of the float unless those shares form a control block.  If a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class are treated as a control block. 
For each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares by the total shares outstanding.  As of September 21, 2012, available float shares are defined as the total shares outstanding less shares held by control holders.  This calculation is subject to a 5% minimum threshold for control blocks.  For example, if a company’s officers and directors hold 3% of the company’s shares, and no other control group holds 5% of the company’s shares, the Index sponsor would assign that company an IWF of 1.00, as no control group meets the 5% threshold.  However, if a company’s officers and directors hold 3% of the company’s shares and another control group holds 20% of the company’s shares, the Index sponsor would assign an IWF of 0.77, reflecting the fact that 23% of the company’s outstanding shares are considered to be held for control.  For companies with multiple classes of stock, 
Accelerated Return Notes ® 
TS- 8

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
the Index sponsor calculates the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as weights. 
The Index is calculated using a base-weighted aggregate methodology. The level of the Index reflects the total market value of all component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in order to make the level easier to work with and track over time. The actual total market value of the component stocks during the base period of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the Index is computed by dividing the total market value of the component stocks by the “index divisor.” By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the Index, it serves as a link to the original base period level of the Index. The index divisor keeps the Index comparable over time and is the manipulation point for all adjustments to the Index, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the Index, and do not require index divisor adjustments. 
To prevent the level of the Index from changing due to corporate actions, corporate actions which affect the total market value of the Index require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the Index remains constant and does not reflect the corporate actions of individual companies in the Index. Index divisor adjustments are made after the close of trading and after the calculation of the Index closing level. 
Changes in a company’s shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example, company stock repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation units, at-the-market offerings, or other recapitalizations) are made weekly and are announced on  Fridays  for implementation after the close of trading on the following  Friday . Changes of less than 5.00% due to a company's acquisition of another company in the Index are made as soon as reasonably possible. All other changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June, September and December, and are usually announced two to five days prior. 
Changes in IWFs of more than  five  percentage points caused by corporate actions (such as merger and acquisition activity, restructurings, or spinoffs) will be made as soon as reasonably possible. Other changes in IWFs will be made annually when IWFs are reviewed.
The following graph shows the  daily  historical performance of the Index in the period from January 1, 2008 through December 29, 2016.  We obtained this historical data from Bloomberg L.P.  We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was 2,249.26.
Historical Performance of the Index
This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult publicly available sources for the  levels  of the Index.
Accelerated Return Notes ® 
TS- 9

Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
License Agreement
S&P ®  is a registered trademark of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones ®  is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”).  These trademarks have been licensed for use by S&P Dow Jones Indices LLC. “Standard & Poor’s ® ,” “S&P 500 ® ” and “S&P ® ” are trademarks of S&P. These trademarks have been sublicensed for certain purposes by our  affiliate , MLPF&S.  The Index is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by  MLPF&S .
The notes are  not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”).  S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the  notes  or any member of the public regarding the advisability of investing in securities generally or in  the notes  particularly or the ability of the Index to track general market performance.  S&P Dow Jones Indices’ only relationship to  MLPF&S  with respect to the Index   is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors.  The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to  us, MLP F &S,  or the  notes .  S&P Dow Jones Indices have no obligation to take our needs , BAC’s needs  or the needs of  MLPF&S  or holders of  the notes  into consideration in determining, composing or calculating the Index.  S&P Dow Jones Indices are   not responsible for and have not participated in the determination of the prices, and amount of  the notes  or the timing of the issuance or sale of  the notes  or in the determination or calculation of the equation by which  the notes  are to be converted into cash.  S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of  the notes .  There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns.  S&P Dow Jones Indices LLC and its subsidiaries are not investment advisors.  Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered to be investment advice.   Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to  the notes  currently being issued by  us , but which may be similar to and competitive with  the notes.   In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index.    It is possible that this trading activity will affect the value of  the notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO.  S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN.  S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US,  BAC,  MLPF&S,  HOLDERS OF THE  NOTES , OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIB I LITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.  THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND  MLPF&S,  OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Accelerated Return Notes ® 
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Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of the notes.   Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members.   MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date.   Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.   Accordingly, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange.   In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.   If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account .
MLPF&S  may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices , and these will  include MLPF&S’s trading commissions and mark-ups.   MLPF&S may act as principal or agent in these market-making transactions; however ,  it is not obligated to engage in any such transactions.  At  MLPF&S’s discretion ,  for a short undetermined   initial period after the issuance of the notes, MLPF&S  may offer to buy the notes  in the secondary market  at a price that may exceed  the  initial estimated value  of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the  Index  and the remaining term of the notes.  However, neither we nor any of our   affiliates is obligated to purc hase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your notes  at a price that  equals or  exceeds the  initial estimated value  of the notes.
The value of the notes shown on your account statement   will be based on   MLPF&S’s   estimate of the value of the notes if MLPF&S or another of our affiliates were to make a market in the notes, which it is not obligated t o do.  That estimate will be based upon the price that MLPF&S may pay  for the notes in light of then-prevailing market conditions   and other considerations, as mentioned above, and will include transaction costs.  At certain times, this price may b e higher than or lower than the  initial estimated value  of the notes .    
Structuring the Notes
The notes are our debt securities, the return on which is linked to the  performance  of the Index.   The related guarantees are BAC’s obligations.  As is the case for all of our  and BAC’s respective  debt securities, including our market-linked notes, the economic terms of the notes reflect our  and BAC’s  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  and BAC, BAC  typically borrow s  the funds under these  types of  notes at a rate that is more favorable to  BAC  than the rate that  it  might pay for a conventional fixed or floating rate debt security.  This   rate, which we refer to in this term sheet as BAC’s internal funding rate, is typically lower than the rate BAC would pay when it issues conventional fixed or floating rate debt securities.  This ge nerally relatively lower internal funding  rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market- linked notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price .
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the  performance  of the Index and the $10 per unit  p rincipal  a mount In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of  our other  affiliates.  The terms of these hedging arrangements are determined by seeking bids from market participants,  including   MLPF&S and its affiliates , and take into account a number of factors, including our  and BAC’s  creditworthiness, interest rate movements, the volatility of the Index, the tenor of the note s  and the tenor of the hedging arrangements.  The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions.  Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.
For further information, see “Risk Factors—General Risks Relating to ARNs” beginning on page PS-6 and “Use of Proceeds” on page PS-1 6  of product supplement EQUITY INDICES ARN-1.  

Accelerated Return Notes ® 
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Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Summary Tax Consequences
  You should consider the U.S. federal income tax consequences of an investment in the notes, including the following: 
   
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
   
You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the  Index.
   
Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning  on page  50  of the prospectus ) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
   
No assurance can be given that the  IRS  or any court will agree with this characterization and tax treatment.
   
The IRS has issued guidance that states that the U.S. Treasury Department and the IRS intend to amend the effective dates of the U.S. Treasury regulations to provide that withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2018 .
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.  You should review carefully the discussion  (including the opinion of our counsel, Morrison & Foerster LLP)  under the section entitled  “U.S. Federal Income Tax  Summary” beginning on page PS-26  of product supplement EQUITY INDICES ARN-1 .
Validity of the Notes
In the opinion of McGuireWoods LLP, as counsel to BofA Finance and BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master Registered Global Note dated November 4, 2016 that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in accordance with the instructions of BofA Finance, and the notes have been delivered against payment therefor as contemplated in this pricing supplement and the related prospectus, prospectus supplement and product supplement, all in accordance with the provisions of the indenture governing the notes and the related guarantee, such notes will be legal, valid and binding obligations of BofA Finance, and the related guarantee will be the legal, valid and binding obligations of BAC, subject, in each case, to the effects of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, morat orium and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York and the Delaware Limited Liability Company Act 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 and the related guarantee 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 August 23, 2016, which has been filed as an exhibit to the Registration Statement of BofA Finance and BAC relating to the notes and the related guarantees initially filed with the Securities and Exchange Commission on August 23, 2016.
Accelerated Return Notes ® 
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Accelerated Return Notes ® 
Linked to the S&P 500 ®  Index, due February 23, 2018
Where You Can Find More Information
We  and BAC  have filed a registration statement (including a product   suppl ement, a prospectus supplement  and a prospectus) with the SEC for the offering to which this term sheet relates.  Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents  relating to this offering  that  w e  and BAC  have filed with the SEC, for more complete information about  us, BAC  and this offering.  You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, we, any agent or any dealer participating in this offering will arrange to send you these documents if you so request by c alling MLPF&S toll-free at 1-800-294-1322 .
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Return Market-Linked Investment or guarantee any performance.
Enhanced Return Market-Linked Investments are short- to medium-term investments that offer you a way to enhance exposure to a particular market view without taking on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive better-than market returns on the linked asset, you must generally accept market downside risk and capped upside potential.  As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need to be prepared for the possibility that you may lose all or part of your investment.
Accelerated Return Notes ®  and  ARNs ®  are  BAC’s  registered service marks.
Accelerated Return Notes ® 
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