Subject to Completion
Preliminary Term Sheet dated June 20, 2017
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)

    Units
$10 principal amount per unit
CUSIP No.    

Pricing Date*
Settlement Date*
Maturity Date*

June  , 2017
July  , 2017
August  , 2018
*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date")
BofA Finance LLC
Accelerated Return Notes ®  Linked to the EURO STOXX 50 ®  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 [1 6 % to 2 0 %]
   
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 unit. 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 by 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 expected to be between $ 9 . 45  a nd $ 9 . 76  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 (1)
$ 10.00
$   
Underwriting discount (1)
$ 0.20
$   
Proceeds, before expenses, to  BofA  Finance
$ 9.80
$   
(1)    
For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively.   See “Supplement to the Plan of Distribution; Conflicts of Interest” below.
The notes  and the related guarantee :
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Merrill Lynch & Co.
June     , 2017

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
Summary
The Accelerated Return Notes ®  Linked to the EURO STOXX 50 ®  Index, due August  , 2018 (the “notes”) are our senior unsecured debt securities. Payments  o n   the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insured  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  un subordinated 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 EURO STOXX 50 ®  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, will reduce 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 will be greater than the initial estimated value of the notes.  
On the cover page of this term sheet, we have provided the initial estimated value range for the notes.  This initial estimated value range 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.  The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheet made available to investors in 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 EURO STOXX 50 ®  Index (Bloomberg symbol:  SX5E ), a price return index
Starting Value:
The closing level of the Market Measure on the pricing date
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. 6 0 to $12. 0 0] per unit, which represents a return of [1 6 % to 2 0 %] over the principal amount. The actual Capped Value will be determined on the pricing date.
Maturity Valuation Period :
Five scheduled calculation days shortly before the maturity date. 
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 EURO STOXX 50 ®  Index, due August  , 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 ">https://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 ">https://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 by various factors, including our and BAC s actual and 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 EURO STOXX 50 ®  Index, due August  , 2018
Hypothetical Payout Profile and Examples of Payments at Maturity
The below graph is based on  hypothetical  numbers and values.
Accelerated Return Notes ®
This graph reflects the returns on the notes, based on the Participation Rate of 300% and a Capped Value of $11. 8 0  per unit  (the midpoint of the Capped Value range of [$11. 6 0 to $12. 0 0]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the 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%, a Capped Value of $11. 8 0 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 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%
103.00
3.00%
$10.90
9.00%
105.00
5.00%
$11.50
15.00%
110.00
10.00%
    $11. 8 0 (2)
1 8 .00%
120.00
20.00%
$11. 8 0
1 8 .00%
130.00
30.00%
$11. 8 0
1 8 .00%
140.00
40.00%
$11. 8 0
1 8 .00%
150.00
50.00%
$11. 8 0
1 8 .00%
160.00
60.00%
$11. 8 0
1 8 .00%
(1)    
The  hypothetical  Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure.
(2)    
The Redemption Amount per unit cannot exceed the  hypothetical  Capped Value.
Accelerated Return Notes ® 
TS- 4

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
Redemption Amount Calculation Examples
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 103.00, or 103.00% of the Starting Value:
Starting Value:          100.00
Ending Value:            103.00
= $10.90  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. 8 0 per unit
Accelerated Return Notes ® 
TS- 5

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 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 supplement EQUITY INDICES ARN-1, page S- of the Series  MTN prospectus supplement, and page  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 estimate d  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 will exceed 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.
   
Your return on the notes may be affected by factors affecting the international securities markets, specifically changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress, and the political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance of the Index and, consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar, which you would have received if you had owned the securities in the Index during the term of your notes, although the level of the Index may be adversely affected by general exchange rate movements in the 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.
Accelerated Return Notes ® 
TS- 6

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
   
While  BAC and  our  other  affiliates may from time to time own securities of companies included in the Index ,  we , BAC and our other affiliates  do not control any company included in the Index, and  have  not  verified  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.
   
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-26 of product supplement EQUITY INDICES ARN-1.
Other Terms of the Notes
The  p rovisions of this section supersede and replace the definition of “Market Measure Business Day” set forth   in product supplement  EQUITY INDICES ARN-1 .
Market Measure Business Day
A “Market Measure Business Day” means a day on which:
(A) the Eurex (or any successor) is open for trading; and
(B) the Index or any successor thereto is calculated and published.
Accelerated Return Notes ® 
TS- 7

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 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, STOXX Limited (“STOXX” or “Index sponsor”).  STOXX, which owns 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 STOXX discontinuing publication of the Index are discussed   in the section of product supplement EQUITY INDICES ARN-1 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 was created by STOXX,  which is  part of the   Deutsche Börse  Group Publication of the Index began in February 1998, based on an initial Index level of 1,000 at December 31, 1991. On March 1, 2010, STOXX announced the removal of the “Dow Jones” prefix from all of its indices, including the Index.
Index Composition and Maintenance
For each of the 19 EURO STOXX regional supersector indices, the stocks are ranked in terms of free-float market capitalization. The largest stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the c orresponding supersector index.  If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All current stocks in the Index are then added to the selection list.  All of the stocks on the selection list are then ranked in terms of free-float market capitalization to produce the final index selection list.  The largest 40 stocks on the selection list are selected; the remaining 10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still below 50, then the largest remaining stocks are selected until there are 50 stocks. In exceptional cases, STOXX’s management board can add stocks to and remove them from the selection list.
The composition of the Index is reviewed annually, based on the closing stock data on t he last trading day in August.  Changes in the composition of the Index are made to ensure that the Index includes the 50 market sector leaders from within the EURO STOXX ®  Index.
The free float factors for each component stock used to calculate the Index, as described below, are reviewed, calculated, and implemented on a quarterly basis and are fixed until the next quarterly review.
The Index is also reviewed on an ongoing basis.  Corporate actions (including initial public offerings, mergers and takeovers, spin-offs, delistings, and bankruptcy) that affect the Index composition are immediately reviewed.  Any changes are announced, implemented, and effective in line with the type of corporate action and the magnitude of the effect.
Index Calculation
The Index is calculated with the “Laspeyres formula,” which measures the aggregate price changes in the component stocks against a fixed base quantity weight.  The formula for calculating the Index value can be expressed as follows:
The “free float market capitalization of the Index” is equal to the sum of the  product of the closing price, number of shares outstanding,  free float factor , and weighting cap factor,  for each component stock as of the time the Index is being calculated.
The Index is also subject to a divisor, which is adjusted to maintain the continuity of the Index values across changes due to corporate actions, such as the deletion and addition of stocks, the substitution of stocks, stock dividends, and stock splits.
Neither we nor any of our affiliates, including the selling agent, accepts any responsibility for the calculation, maintenance, or publication of, or for any error, omission, or disruption in, the Index or any successor to the Index.  STOXX does not guarantee the accuracy or the completeness of the Index or any data included in the Index.  STOXX assumes no liability for any errors, omissions, or disruption in the calculation and dissemination of the Index.  STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination of the Index or the manner in which the Index is applied in determining the amount payable on the notes at maturity.  

Accelerated Return Notes ® 
TS- 8

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
The following graph shows the  daily   historical performance of the Index in the period from January 1, 2008 through June 14, 2017.  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 June 14, 2017, the closing level of the Index was 3,547.15.
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.
License Agreement
One of our subsidiaries has entered into a non-exclusive license agreement with STOXX providing for the license to it and certain of its affiliated companies, including us, of the right to use indices owned and published by STOXX (including the Index) in connection with certain securities, including the notes.
The license agreement requires that the following language be stated in this term sheet:
“STOXX Limited, Deutsche Borse Group and their licensors, research partners or data providers have no relationship to us other than the licensing of the EURO STOXX 50 ®  Index and the related trademarks for use in connection with the notes.
STOXX, Deutsche Borse Group and their licensors, research partners or data providers do  not :
   
sponsor, endorse, sell or promote the notes.
   
recommend that any person invest in the notes or any other securities. 
   
have any responsibility or liability for or make any decisions about the timing, amount or pricing of the notes.
   
have any responsibility or liability for the administration, management or marketing of the notes.
   
consider the needs of the notes or the owners of the notes in determining, composing or calculating the Index or have any obligation to do so.
STOXX, Deutsche Borse Group and their licensors, research partners or data providers give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with the notes or their performance.
STOXX does not assume any contractual relationship with the purchasers of the notes or any other third parties.   Specifically,
   
STOXX, Deutsche Borse Group and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about:
-                    The results to be obtained by the notes, the owner of the notes or any other person in connection with the use of the Index and the data included in the Index;
-                    The accuracy, timeliness, and completeness of the Index and its data;
-                    The merchantability and the fitness for a particular purpose or use of the Index and its data;
Accelerated Return Notes ® 
TS- 9

Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
-                    The performance of the notes generally.
   
STOXX, Deutsche Borse Group and their licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the Index or its data;
   
Under no circumstances will STOXX, Deutsche Borse Group or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the Index or its data or generally in relation to the notes, even in circumstances where STOXX, Deutsche Borse Group or their licensors, research partners or data providers are aware that such loss or damage may occur.
The licensing agreement discussed above is solely for our benefit and that of STOXX and not for the benefit of the owners of the notes or any other third parties.”
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 may 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, if the initial settlement of the notes occurs more than three business days from the pricing date, 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 .  
   
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
   
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above;  and
   
a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.        
Accelerated Return Notes ® 
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Accelerated Return Notes ® 
Linked to the EURO STOXX 50 ®  Index, due August  , 2018
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, typically  results 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 EURO STOXX 50 ®  Index, due August  , 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.
   
U.S. Treasury regulations 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 .
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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