This pricing supplement, which is not complete
and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and
the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these notes in any country or
jurisdiction where such an offer would not be permitted.
Linked to the Least Performing
of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR® Fund
|
•
|
Approximate
2.5 year term if not called prior to maturity.
|
|
•
|
Payments
on the
Notes
will depend on the individual performance of the S&P 500® Index,
the Russell 2000® Index and the Energy Select Sector SPDR® Fund (each an “Underlying”).
|
|
•
|
Contingent
coupon rate of 7.05% per annum (1.7625% per quarter) payable quarterly if the Observation Value of
each
Underlying on the
applicable Observation Date is greater than or equal to 60% of its Starting Value.
|
|
•
|
Callable
quarterly at our option for an amount equal to the principal amount plus the relevant contingent coupon on or after June 11, 2020.
|
|
•
|
Assuming
the Notes are not called prior to maturity, if
any
Underlying declines by more than 40% from its Starting Value, at maturity,
the investor will receive a 1:1 downside, with up to 100% of the principal at risk; otherwise, investors will receive the principal
amount and, if payable, the applicable contingent coupon.
|
|
•
|
All
payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”) and Bank of America Corporation
(“BAC” or the “Guarantor”).
|
|
•
|
The
Notes are expected to price on June 7, 2019, expected to issue on June 12, 2019 and expected to mature on December 10, 2021. The
Notes will not be listed on any securities exchange.
|
The initial estimated value of the Notes as of the pricing date is expected to be between $920 and $970 per Note, which is less
than the public offering price listed below.
The actual value of your Notes at any time will reflect many factors and cannot
be predicted with accuracy. See “Risk Factors” beginning on page PS-8 of this pricing supplement and “Structuring
the Notes” on page PS-23 of this pricing supplement for additional information.
Potential purchasers of the Notes should
consider the information in “Risk Factors” beginning on page PS-8 of this pricing supplement, page PS-5 of the accompanying
product supplement, page S-4 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus.
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 on page PS-27) is truthful or complete. Any representation to
the contrary is a criminal offense.
|
Public offering price
(1)
|
Underwriting discount
(1)(2)
|
Proceeds, before
expenses,
to BofA Finance
|
Per Note
|
$1,000
|
$17.50
|
$982.50
|
Total
|
|
|
|
|
(1)
|
Certain dealers who purchase the notes for sale to
certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering
price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $982.50 per note.
|
The Notes and the related
guarantee:
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Terms of the Notes
The Contingent
Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and
the Energy Select Sector SPDR® Fund (the “Notes”) provide a quarterly Contingent Coupon Payment of $17.625 on the
applicable Contingent Payment Date if, on any quarterly Observation Date, the Observation Value of
each
Underlying is greater
than or equal to its Coupon Barrier. Prior to the maturity date, on each Call Date, we have the right to redeem all, but not less
than all, of the Notes at 100% of the principal amount, together with the relevant Contingent Coupon Payment, if payable. No further
amounts will be payable following an Optional Early Redemption. If the Notes are not called and the Least Performing Underlying
declines by more than 40.00% from its Starting Value, there is full exposure to declines in the Least Performing Underlying, and
you will lose a significant portion or all of your investment in the Notes. Otherwise, at maturity, you will receive the principal
amount and, if payable, the final Contingent Coupon Payment. The Notes are not traditional debt securities and it is possible that
the Notes will not pay any Contingent Coupon Payments, and you may lose some or all of your principal amount at maturity. Any payments
on the Notes will be calculated based on the $1,000 principal amount per Note and will depend on the performance of the Underlyings,
subject to our and BAC’s credit risk.
Issuer:
|
BofA Finance
|
Guarantor:
|
BAC
|
Denominations:
|
The Notes will be issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof.
|
Term:
|
Approximately 2.5 years, if not previously called.
|
Underlyings:
|
The S&P 500® Index (the “SPX”) (Bloomberg symbol: “SPX”), the Russell 2000® Index (the “RTY”) (Bloomberg symbol: “RTY”), and the Energy Select Sector SPDR® Fund (the “XLE”) (Bloomberg symbol: “XLE”).
|
Pricing Date*:
|
June 7, 2019
|
Issue Date*:
|
June 12, 2019
|
Valuation Date*:
|
December 7, 2021, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” of the accompanying product supplement. If the Valuation Date is not a business day, the Valuation Date will be postponed to the next business day.
|
Maturity Date*:
|
December 10, 2021
|
Starting Value:
|
With respect to the SPX and the RTY, its closing level on the pricing date. With respect to the XLE, its Closing Market Price on the pricing date.
|
Observation Value:
|
With respect to the SPX and the RTY, its closing level on the applicable Observation Date. With respect to the XLE, its Closing Market Price on the applicable Observation Date multiplied by its Price Multiplier on that day.
|
Price Multiplier:
|
With respect to the XLE, 1, subject to adjustment for certain events relating to the XLE as described in “Description of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to ETFs” beginning on page PS-23 of product supplement EQUITY-1.
|
Ending Value:
|
With respect to each Underlying, its closing level on the Valuation Date, as determined by the calculation agent.
|
Coupon Barrier:
|
With respect to each Underlying, 60% of its Starting Value.
|
Threshold Value:
|
With respect to each Underlying, 60% of its Starting Value.
|
Contingent Coupon Payment:
|
If, on any quarterly Observation Date, the Observation Value of
each
Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $17.625 per $1,000 in principal amount (equal to a rate of 1.7625% per quarter or 7.05% per annum) on the applicable Contingent Payment Date. The actual Contingent Coupon Payment will be determined on the pricing date.
|
Optional Early Redemption:
|
On any Call Date, we have the right to redeem all, but not less than all, of the Notes at the Early Redemption Amount. No further amounts will be payable following an Optional Early Redemption. We will give notice to the trustee at least five business days but not more than 60 calendar days before the applicable Call Date.
|
Early Redemption Amount:
|
For each $1,000 principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment, if payable.
|
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
2
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Redemption Amount:
|
If the Notes have
not been called prior to maturity, the Redemption Amount per $1,000 principal amount of the Notes will be:
a)
If the Ending Value of the Least Performing Underlying
is greater than or equal to its Threshold Value:
$1,000; plus,
if the Ending Value of the Least Performing Underlying is greater than its Coupon Barrier, the final Contingent Coupon Payment.
b)
If the Ending Value of the Least Performing Underlying
is less than its Threshold Value:
$1,000 + ($1,000
x Underlying Return of the Least Performing Underlying)
In this case,
the Redemption Amount will be less than 60% of the principal amount and could be zero.
|
|
Observation Dates*:
|
As set forth on page PS-4.
|
|
Contingent Payment Dates*:
|
As set forth on page PS-4.
|
|
Call Dates*:
|
The quarterly Contingent Payment Dates beginning on June 11, 2020 and ending on September 10, 2021.
|
|
Calculation Agent:
|
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
|
|
Selling Agent:
|
BofAS
|
|
CUSIP:
|
09709TSU6
|
|
Underlying Return:
|
With respect to
each Underlying,
|
|
Least Performing Underlying:
|
The Underlying with the lowest Underlying Return.
|
|
Events of Default and Acceleration
|
If an Event of Default, as defined in
the senior indenture and in the section entitled “Events of Default and Rights of Acceleration” beginning on page 35
of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes
upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption “—Redemption
Amount” above, calculated as though the date of acceleration were the maturity date of the Notes and as though the Valuation
Date were the third trading day prior to the date of acceleration. We will also determine whether the final Contingent Coupon Payment
is payable based upon the levels of the Underlyings on the deemed Valuation Date; any such final Contingent Coupon Payment will
be prorated by the calculation agent to reflect the length of the final contingent payment period. In case of a default in the
payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
|
|
*Subject to change
|
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
3
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Observation Dates and Contingent Payment
Dates
Observation Dates*
|
|
Contingent Payment Dates**
|
|
September 9, 2019
|
|
September 12, 2019
|
|
December 9, 2019
|
|
December 12, 2019
|
|
March 9, 2020
|
|
March 12, 2020
|
|
June 8, 2020
|
|
June 11, 2020
|
|
September 8, 2020
|
|
September 11, 2020
|
|
December 7, 2020
|
|
December 10, 2020
|
|
March 8, 2021
|
|
March 11, 2021
|
|
June 7, 2021
|
|
June 10, 2021
|
|
September 7, 2021
|
|
September 10, 2021
|
|
December 7, 2021 ( the “Valuation Date”)
|
|
December 10, 2021 ( the “Maturity Date”)
|
|
* The Observation Dates are subject to postponement as
set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates”
on page PS-19 of the accompanying product supplement. If an Observation Date is not a business day, such Observation Date will
be postponed to the next business day.
** Postponement of a quarterly Observation Date will
not cause the postponement of the Contingent Payment Date relating to such Observation Date.
Any payments on the Notes depend on the credit risk of BofA Finance, as issuer, and BAC, as guarantor, and on the performance of
the Underlyings. The economic terms of the Notes 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
affiliates enter into. 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
charges described below ( see “Risk factors” beginning on page PS-8), will reduce 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
will be greater than the initial estimated value of the Notes as of the pricing date.
The initial
estimated value range of the Notes as of the date of this pricing supplement is set forth on the cover page of this pricing supplement.
The final pricing supplement will set forth the initial estimated value of the Notes as of the pricing date. For more information
about the initial estimated value and the structuring of the Notes, see “Risk Factors” beginning on page PS-8 and “Structuring
the Notes” on page PS-23.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
4
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Contingent Coupon Payment and Redemption
Amount Determination
On each Contingent
Payment Date, you may receive a Contingent Coupon Payment determined as follows:
Assuming the Notes
have not been previously called, on the Maturity Date, you will receive a cash payment per Note determined as follows:
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
5
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Total Contingent Coupon Payment Examples
The
table below illustrates the hypothetical total Contingent Coupon Payments per $1,000 in principal amount over the term of the Notes,
based on a Contingent Coupon Payment of $17.625 per Note, depending on how many Contingent Coupon Payments are payable prior to
Optional Early Redemption or maturity. Depending on the performance of the Underlyings, you may not receive any Contingent Coupon
Payments during the term of the Notes.
Number of Contingent Coupon Payment
s
|
Total Contingent Coupon Payment
s
|
0
|
$0.000
|
2
|
$35.25
|
4
|
$70.50
|
6
|
$105.75
|
8
|
$141.00
|
10
|
$176.25
|
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
6
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Hypothetical Payout Profile and Examples
of Payments at Maturity
Contingent Income Issuer Callable
Yield Notes® Table
The following
table is for purposes of illustration
only. It assumes the Notes have not been called prior
to maturity and
is based on
hypothetical
values and shows
hypothetical
returns on the Notes. The table illustrates
the calculation of the Redemption Amount and total return based on a hypothetical Starting Value of 100, a hypothetical Coupon
Barrier of 60 for the Least Performing Underlying, a hypothetical Threshold Value of 60 for the Least Performing Underlying, a
Contingent Coupon Payment of $17.625 per Note and a range of hypothetical Ending Values of the Least Performing Underlying.
The
actual amount you receive and the resulting total return will depend on the actual Starting Values, Coupon Barriers, Threshold
Values, Observation Values and Ending Values of the Underlyings, the actual Contingent Coupon Payment, whether the Notes are called
prior to maturity, 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 Underlyings, see “The Underlyings” section below. In addition, all payments on the Notes are subject
to issuer and guarantor credit risk.
Ending Value of the
Least Performing Underlying
|
Underlying Return of the
Least Performing Underlying
|
Redemption
Amount per Note
|
Return
on the Notes
(1)
|
160.00
|
60.00%
|
$1,017.625
(2)
|
1.7625%
|
150.00
|
50.00%
|
$1,017.625
|
1.7625%
|
140.00
|
40.00%
|
$1,017.625
|
1.7625%
|
130.00
|
30.00%
|
$1,017.625
|
1.7625%
|
120.00
|
20.00%
|
$1,017.625
|
1.7625%
|
110.00
|
10.00%
|
$1,017.625
|
1.7625%
|
105.00
|
5.00%
|
$1,017.625
|
1.7625%
|
102.00
|
2.00%
|
$1,017.625
|
1.7625%
|
100.00
(3)
|
0.00%
|
$1,017.625
|
1.7625%
|
90.00
|
-10.00%
|
$1,017.625
|
1.7625%
|
80.00
|
-20.00%
|
$1,017.625
|
1.7625%
|
70.00
|
-30.00%
|
$1,017.625
|
1.7625%
|
60.00
(4)
|
-40.00%
|
$1,017.625
|
1.7625%
|
59.99
|
-30.01%
|
$599.90
|
-40.01%
|
50.00
|
-50.00%
|
$500.00
|
-50.00%
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
|
(1)
|
The “Return on the
Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent
Coupon Payments paid prior to maturity.
|
|
(2)
|
This amount represents
the sum of the principal amount and the final Contingent Coupon Payment.
|
|
(3)
|
The
hypothetical
Starting
Value
of 100 used in the table above has been chosen
for
illustrative
purposes
only and does not represent the actual Starting Value for any
Underlying.
|
|
(4)
|
This is the hypothetical Coupon
Barrier and Threshold Value of the Least Performing Underlying.
|
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
7
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
Risk Factors
Your investment in the Notes
entails significant risks, many of which differ from those of a conventional debt 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. You should carefully review the more detailed explanation
of risks relating to the Notes in the “Risk Factors” sections beginning on page PS-5 of the accompanying product supplement,
page S-4 of the accompanying prospectus supplement and page 7 of the accompanying prospectus, each as identified on page PS-27
below.
|
•
|
Your investment may
result in a loss; there is no guaranteed return of principal.
There is no fixed principal repayment amount on the Notes at
maturity. If the Notes are not called and the Ending Value of
any
Underlying is less than its Threshold Value, you will
lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying is less than its Starting
Value. In that case, you will lose a significant portion or all of your investment in the Notes.
|
|
•
|
Your return on the
Notes is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes.
Your return
on the Notes is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent to which the
Ending Value of any Underlying exceeds its Starting Value. Similarly, the amount payable at maturity or upon Optional Early Redemption
will never exceed the sum of the principal amount and the applicable Contingent Coupon Payment, regardless of the extent to which
the Observation Value of any Underlying exceeds its Starting Value. In contrast, a direct investment in the securities included
in one or more of the Underlyings would allow you to receive the benefit of any appreciation in their prices. Thus, any return
on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid
or distributions made on them.
|
|
•
|
The Notes are subject
to Optional Early Redemption, which would limit your ability to receive the Contingent Coupon Payment over the full term of your
Notes.
On each Call Date, at our option, we may redeem your Notes in whole, but not in part. Even if we do not exercise our
option to redeem your Notes, our ability to do so may adversely affect the market value of your Notes. It is our sole option whether
to redeem your Notes prior to maturity on any such Call Date and we may or may not exercise this option for any reason. Because
of this Optional Early Redemption potential, the term of your Notes could be anywhere between 1 year and 2.5 years. If your Notes
are redeemed early, you will not have the right to receive any future Contingent Coupon Payments that you may otherwise have received.
Further, if your Notes are redeemed early, you may not be able to reinvest the Early Redemption Amount at a comparable return for
a similar level of risk.
|
|
•
|
You may not receive
any Contingent Coupon Payments.
The Notes do not provide for any regular fixed coupon payments. Investors in the Notes will
not necessarily receive any Contingent Coupon Payments on the Notes. If the Observation Value of any Underlying is less than its
Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable to that Observation Date.
If the Observation Value of any Underlying is less than its Coupon Barrier on all the Observation Dates during the term of the
Notes, you will not receive any Contingent Coupon Payment during the term of the Notes, and will not receive a positive return
on the Notes.
|
|
•
|
Your return on the Notes may be less
than the yield on a conventional debt security of comparable maturity.
Any return that you receive on the Notes may be less
than the return you would earn if you purchased a conventional debt security with the same maturity date. As a result, your investment
in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time
value of money. In addition, if interest rates increase during the term of the Notes, the Contingent Coupon Payment (if any) may
be less than the yield on a conventional debt security of comparable maturity.
|
|
•
|
Any
payments on the Notes are subject to the credit risk of BofA Finance and the Guarantor, and actual or perceived changes in BofA
Finance or the Guarantor’s creditworthiness are expected to affect the value of the Notes
. The Notes are our senior unsecured
debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed
by any entity other than the Guarantor. As a result, your receipt of the Early Redemption Amount or the Redemption Amount at maturity,
as applicable, will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the
Notes on the applicable Call Date or maturity date, regardless of the Ending Value of the Least Performing Underlying as compared
to its Starting Value.
|
|
•
|
We
are a finance subsidiary and, as such, will have limited assets and operations.
We are a finance subsidiary of BAC and will
have no assets, operations or revenues other than those related to the issuance, administration and repayment of our debt securities
that are guaranteed by the Guarantor. As a finance subsidiary, to meet our obligations under the Notes, we are dependent upon payment
or contribution of funds and/or repayment of outstanding loans from the Guarantor and/or its other subsidiaries. Therefore, our
ability to make payments on the Notes may be limited.
|
|
•
|
The
public offering price you pay for the Notes will exceed their initial estimated value.
The range of initial estimated values
of the Notes that is provided on the cover of this preliminary pricing supplement, and the initial estimated value as of the pricing
date that will be provided on the cover of the final pricing supplement, are each 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 the Guarantor, the Guarantor’s internal funding rate, mid-market
terms on hedging transactions, expectations on interest rates, dividends 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.
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 value of the Underlying, the Guarantor’s
internal funding rate, and the inclusion in the public offering price of the underwriting discount, referral fee and the hedging
related
|
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
8
|
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
|
charges, all as further
described in "Structuring the Notes" below. 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, BofAS 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 Underlyings,
our and BAC’s creditworthiness and changes in market conditions.
|
|
•
|
We
cannot assure you that a trading market for your Notes will ever develop or be maintained.
We will not list the Notes on any
securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or
illiquid.
|
|
•
|
The
Contingent Coupon Payment or Redemption Amount, as applicable, will not reflect the values of the Underlyings other than on the
Observation Dates.
The values of the Underlyings during the term of the Notes other than on the Observation Dates will not
affect payments on the Notes. Notwithstanding the foregoing, investors generally should be aware of the performance of the Underlyings
while holding the Notes. The calculation agent will determine whether each Contingent Coupon Payment is payable and calculate the
Contingent Coupon Payment or the Redemption Amount, as applicable, by comparing only the Starting Value, the Coupon Barrier or
the Threshold Value, as applicable, to the Observation Value or the Ending Value for each Underlying. No other values of the Underlyings
will be taken into account. As a result, if the Notes are not called prior to maturity, you will receive less than the principal
amount at maturity even if the value of each Underlying has increased at certain times during the term of the Notes before the
Least Performing Underlying decreases to a value that is less than its Threshold Value as of the Valuation Date.
|
|
•
|
Because
the Notes are linked to the least performing (and not the average performance) of the Underlyings, you may not receive any return
on the Notes and may lose some or all of your principal amount even if the Observation Value or Ending Value of one Underlying
is always greater than or equal to its Coupon Barrier or Threshold Value, as applicable.
Your Notes are linked to the least
performing of the Underlyings, and a change in the value of one Underlying may not correlate with changes in the value of the other
Underlying(s). The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the value of one Underlying
could be offset to some extent by the appreciation in the value of the other Underlying(s). In the case of the Notes, the individual
performance of each Underlying would not be combined, and the depreciation in the value of one Underlying would not be offset by
any appreciation in the value of the other Underlying(s). Even if the Observation Value of an Underlying is at or above its Coupon
Barrier on an Observation Date, you will not receive the Contingent Coupon Payment with respect to that Observation Date if the
Observation Value of the Least Performing Underlying is below its Coupon Barrier on that day. In addition, even if the Ending Value
of an Underlying is at or above its Threshold Value, you will lose a portion of your principal if the Ending Value of the Least
Performing Underlying is below its Threshold Value.
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•
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The Notes are subject
to risks associated with small-size capitalization companies.
The stocks composing the RTY are issued by companies with small-sized
market capitalization. The stock prices of small-size companies may be more volatile than stock prices of large capitalization
companies. Small-size capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions
relative to larger companies. Small-size capitalization companies may also be more susceptible to adverse developments related
to their products or services.
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•
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The
publisher or investment advisor of an Underlying may adjust that Underlying in a way that affects its values, and the publisher
or investment advisor has no obligation to consider your interests.
The publisher or investment advisor of an Underlying
can add, delete, or substitute the components included in that Underlying or make other methodological changes that could change
its value. Any of these actions could adversely affect the value of your Notes.
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•
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The anti-dilution adjustments will be limited
.
The calculation agent may adjust the Price Multiplier of the XLE and other terms of the notes to reflect certain corporate actions
by the XLE, as described in the section “Description of the Notes—Anti-Dilution and Discontinuance Adjustments Relating
to ETFs” in the accompanying product supplement. The calculation agent will not be required to make an adjustment for every
event that may affect the XLE and will have broad discretion to determine whether and to what extent an adjustment is required.
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•
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The stocks held by the XLE are concentrated in
one sector.
The XLE holds securities concentrated in the oil and gas exploration and production sector. As a result,
the stocks that will determine the performance of the XLE are concentrated in one sector. Although an investment in the Notes will
not give holders any ownership or other direct interests in the securities held by the the XLE, the return on an investment in
the Notes will be subject to certain risks associated with a direct equity investment in companies in this sector. Accordingly,
by investing in the Notes, you will not benefit from the diversification which could result from an investment linked to companies
that operate in multiple sectors.
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•
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The sponsor or investment advisor of the XLE may
adjust the XLE in a way that affects its price, and the sponsor or investment advisor has no obligation to consider your interests.
The sponsor or investment advisor of the XLE can add, delete, or substitute the components included in that Underlying or make
other methodological changes that could change its price. A new security included in an Underlying may perform significantly better
or worse than the replaced security, and the performance will impact the price of that Underlying. Additionally, the sponsor or
investment advisor of the XLE may alter, discontinue, or suspend calculation or dissemination of that Underlying. Any of these
actions could adversely affect the value of your notes. The sponsor or investment advisor of any Underlying will have no obligation
to consider your interests when making any changes to the applicable Underlying.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
9
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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•
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The performance of the XLE may not correlate with
the performance of its underlying index (the “Underlying Index”) as well as the net asset value per share of the XLE,
especially during periods of market volatility.
The performance of the XLE and that of its Underlying Index generally will
vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is
also possible that the performance of the XLE may not fully replicate or may, in certain circumstances, diverge significantly from
the performance of its Underlying Index. This could be due to, for example, the XLE not holding all or substantially all of the
underlying assets included in the Underlying Index and/or holding assets that are not included in the Underlying Index, the temporary
unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the XLE, differences
in trading hours between the XLE (or the underlying assets held by the XLE) and the Underlying Index, or due to other circumstances.
This variation in performance is called the “tracking error,” and, at times, the tracking error may be significant.
In addition, because the shares of the XLE are traded on a securities exchange and are subject to market supply and investor demand,
the market price of one share of the XLE may differ from its net asset value per share; shares of the XLE may trade at, above,
or below its net asset value per share. During periods of market volatility, securities held by the XLE may be unavailable in the
secondary market, market participants may be unable to calculate accurately the net asset value per share of the XLE and the liquidity
of the XLE may be adversely affected. Market volatility may also disrupt the ability of market participants to trade shares of
the XLE. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing
to buy and sell shares of the XLE. As a result, under these circumstances, the market value of shares of the XLE may vary substantially
from the net asset value per share of the XLE.
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For the foregoing reasons, the performance
of the XLE may not match the performance of its Underlying Index or the net asset value per share of the XLE over the same period.
Because of this variance, the return on the notes to the extent dependent on the performance of the XLE may not be the same as
an investment directly in the securities included in the Underlying Index or the same as a debt security with a return linked to
the performance of the Underlying Index.
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Trading and hedging activities by us, the Guarantor
and any of our other affiliates may create conflicts of interest with you and may affect your return on the Notes and their market
value.
We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell the securities held by or
included in the Underlyings, or futures or options contracts on the Underlyings or those securities, or other listed or over-the-counter
derivative instruments linked to the Underlyings or those securities. While we, the Guarantor or one or more of our other affiliates,
including BofAS, may from time to time own securities represented by the Underlyings, except to the extent that BAC’s common
stock may be included in the Underlyings, we, the Guarantor and our other affiliates, including BofAS, do not control any company
included in the Underlyings, and have not verified any disclosure made by any other company. We, the Guarantor or one or more of
our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons,
or in connection with hedging our obligations under the Notes. These transactions may present a conflict of interest between your
interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have in our proprietary
accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or
their management. These transactions may affect the value of the Underlyings in a manner that could be adverse to your investment
in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS
or others on its behalf (including for the purpose of hedging anticipated exposures), may affect the value of the Underlyings.
Consequently, the value of the Underlyings may change subsequent to the pricing date, adversely affecting the market value of the
Notes.
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We, the Guarantor
or one or more of our other affiliates, including BofAS, may also engage in hedging activities that could affect the value of the
Underlyings on the pricing date. In addition, these activities may decrease the market value of your Notes prior to maturity, and
may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates, including BofAS, may
purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For example, BofAS may enter
into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities
will not adversely affect the value of the Underlyings, the market value of your Notes prior to maturity or the amounts payable
on the Notes.
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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. One of our affiliates will be the calculation agent for the Notes and, as such, will make a variety of determinations
relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these duties could result
in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
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The
U.S. federal income tax consequences of an investment in the notes are uncertain, and may be adverse to a holder of the Notes.
No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities similar
to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences
of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as
contingent income-bearing single financial contracts, as described under “U.S. Federal Income Tax Summary—General.”
If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the Notes,
the timing and character of gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect
to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled “U.S.
Federal Income Tax Summary.” You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal
income tax consequences of investing in the Notes.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
10
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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The Underlyings
All disclosures contained in this
pricing supplement regarding the Underlyings, including, without limitation, their make-up, method of calculation, and changes
in their components, have been derived from publicly available sources. The information reflects the policies of, and is subject
to change by each of S&P Dow Jones Indices LLC (“SPDJI”), the sponsor of the SPX, FTSE Russell, the sponsor of
the RTY, and SSGA Funds Management, Inc. (“SSGA”), the advisor to the XLE. We refer to SPJDI and FTSE Russell as the
“Underlying Sponsors” and SSGA as the “Investment Advisor”. Each of the Underlying Sponsor and the Investment
Advisor, which license the copyright and all other rights to the Underlyings, have no obligation to continue to publish, and may
discontinue publication of, the Underlyings. The consequences of any Underlying Sponsor discontinuing publication of the applicable
Underlying are discussed in “Description of the Notes—Discontinuance of an Index” in the accompanying product
supplement. The consequences of the Investment Advisor discontinuing publication of the XLE are discussed in “Description
of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to ETFs— Discontinuance of an ETF” in the accompanying
product supplement. None of us, the Guarantor, the calculation agent, or BofAS accepts any responsibility for the calculation,
maintenance or publication of any Underlying or any successor index. None of us, the Guarantor, BofAS or any of our other affiliates
makes any representation to you as to the future performance of the Underlyings. You should make your own investigation into the
Underlyings.
The S&P 500
®
Index
The SPX includes a representative sample
of 500 companies in leading industries of the U.S. economy. The SPX is intended to provide an indication of the pattern of common
stock price movement. The calculation of the level of the SPX 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
SPX includes companies from eleven main groups: Communication Services; Consumer Discretionary; Consumer Staples; Energy; Financials;
Health Care; Industrials; Information Technology; Real Estate; Materials; and Utilities. The Underlying Sponsor may from time to
time, in its sole discretion, add companies to, or delete companies from, the SPX to achieve the objectives stated above
.
Company additions to the SPX must have
an unadjusted company market capitalization of $8.2 billion or more (an increase from the previous requirement of an unadjusted
company market capitalization of $6.1 billion or more).
SPDJI calculates the SPX by reference
to the prices of the constituent stocks of the SPX 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 SPX constituent stocks
and received the dividends paid on those stocks.
Computation
of the SPX
While the SPDJI
sponsor currently employs the following methodology to calculate the Underlying, no assurance can be given that the Underlying
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 SPX 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, SPDJI began shifting the SPX halfway from a market capitalization weighted formula to a
float-adjusted formula, before moving the SPX to full float adjustment on September 16, 2005. SPDJI’s criteria for selecting
stocks for the SPX did not change with the shift to float adjustment. However, the adjustment affects each company’s weight
in the SPX.
Under float adjustment, the share counts
used in calculating the SPX 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 SPX. 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.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
11
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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For each stock, an investable weight
factor (“IWF”) is calculated by dividing the available float shares by the total shares outstanding. 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, SPDJI 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, SPDJI 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. As of July 31, 2017, companies with multiple share class lines are no
longer eligible for inclusion in the SPX. Constituents of the SPX prior to July 31, 2017 with multiple share class lines will be
grandfathered in and continue to be included in the SPX. If a constituent company of the SPX reorganizes into a multiple share
class line structure, that company will remain in the SPX at the discretion of the S&P Index Committee in order to minimize
turnover.
The SPX is calculated using a base-weighted
aggregate methodology. The level of the SPX 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 SPX 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 SPX, it serves as a link
to the original base period level of the SPX. The index divisor keeps the SPX comparable over time and is the manipulation point
for all adjustments to the SPX, 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 SPX, and do not require index divisor adjustments.
To prevent the level of the SPX from
changing due to corporate actions, corporate actions which affect the total market value of the SPX require an index divisor adjustment.
By adjusting the index divisor for the change in market value, the level of the SPX remains constant and does not reflect the corporate
actions of individual companies in the SPX. Index divisor adjustments are made after the close of trading and after the calculation
of the SPX 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. Share changes due to mergers or acquisitions of publicly held companies
that trade on a major exchange are implemented when the transaction occurs, even if both of the companies are not in the same headline
index, and regardless of the size of the change. 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% are accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced
two to five days prior.
If a change
in a company’s shares outstanding of 5.00% or more causes a company’s IWF to change by five percentage points or more,
the IWF is updated at the same time as the share change. IWF changes resulting from partial tender offers are considered on a case
by case basis.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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Historical
Performance of the SPX
The following graph sets forth
the daily historical performance of the SPX in the period from January 1, 2008 through May 31, 2019. 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.
The horizontal line in the graph represents its hypothetical Coupon Barrier and Threshold
Value of 1,651.24 (rounded to two decimal places), which is 60% of its hypothetical Starting Value of 2,752.06, which was its closing
level on May 31, 2019. The actual Starting Value, Coupon Barrier and Threshold Value will be determined on the pricing date.
This historical data on the SPX is
not necessarily indicative of the future performance of the SPX or what the value of the Notes may be. Any historical upward or
downward trend in the level of the SPX during any period set forth above is not an indication that the level of the SPX 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 SPX.
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, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”). The SPX 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 SPX to track general market performance. S&P Dow Jones Indices’ only relationship to MLPF&S
with respect to the SPX is the licensing of the SPX and certain trademarks, service marks and/or trade names of S&P Dow Jones
Indices and/or its third party licensors. The SPX is determined, composed and calculated by S&P Dow Jones Indices without regard
to us, MLPF&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 SPX. 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 SPX 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
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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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 SPX. 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, ORANY 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 POSSIBILITY 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.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-
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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the Energy Select Sector SPDR
®
Fund
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The Russell 2000® Index
The RTY was
developed by Russell Investments (“Russell”) before FTSE International Limited and Russell combined in 2015 to create
FTSE Russell, which is wholly owned by London Stock Exchange Group. Additional information on the RTY is available at the following
website: http://www.ftserussell.com. No information on that website is deemed to be included or incorporated by reference in this
pricing supplement.
Russell began
dissemination of the RTY (Bloomberg L.P. index symbol “RTY”) on January 1, 1984. FTSE Russell calculates and publishes
the RTY. The RTY was set to 135 as of the close of business on December 31, 1986. The RTY is designed to track the performance
of the small capitalization segment of the U.S. equity market. As a subset of the Russell 3000
®
Index, the RTY consists
of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 3000
®
Index measures
the performance of the largest 3,000 U.S. companies, representing approximately 98% of the investable U.S. equity market. The RTY
is determined, comprised, and calculated by FTSE Russell without regard to the Notes.
Selection
of Stocks Comprising the RTY
All companies
eligible for inclusion in the RTY must be classified as a U.S. company under FTSE Russell’s country-assignment methodology.
If a company is incorporated, has a stated headquarters location, and trades in the same country (American Depositary Receipts
and American Depositary Shares are not eligible), then the company is assigned to its country of incorporation. If any of the three
factors are not the same, FTSE Russell defines three Home Country Indicators (“HCIs”): country of incorporation, country
of headquarters, and country of the most liquid exchange (as defined by a two-year average daily dollar trading volume) (“ADDTV”)
from all exchanges within a country. Using the HCIs, FTSE Russell compares the primary location of the company’s assets with
the three HCIs. If the primary location of its assets matches any of the HCIs, then the company is assigned to the primary location
of its assets. If there is insufficient information to determine the country in which the company’s assets are primarily
located, FTSE Russell will use the primary country from which the company’s revenues are primarily derived for the comparison
with the three HCIs in a similar manner. FTSE Russell uses the average of two years of assets or revenues data to reduce potential
turnover. If conclusive country details cannot be derived from assets or revenues data, FTSE Russell will assign the company to
the country of its headquarters, which is defined as the address of the company’s principal executive offices, unless that
country is a Benefit Driven Incorporation “BDI” country, in which case the company will be assigned to the country
of its most liquid stock exchange. BDI countries include: Anguilla, Antigua and Barbuda, Bahamas, Barbados, Belize, Bermuda, Bonaire,
British Virgin Islands, Cayman Islands, Channel Islands, Cook Islands, Curacao, Faroe Islands, Gibraltar, Guernsey, Isle of Man,
Jersey, Liberia, Marshall Islands, Panama, Saba, Sint Eustatius, Sint Maarten, and Turks and Caicos Islands. For any companies
incorporated or headquartered in a U.S. territory, including countries such as Puerto Rico, Guam, and U.S. Virgin Islands, a U.S.
HCI is assigned.
All securities
eligible for inclusion in the RTY must trade on a major U.S. exchange. Stocks must have a closing price at or above $1.00 on their
primary exchange on the last trading day in May to be eligible for inclusion during annual reconstitution. However, in order to
reduce unnecessary turnover, if an existing member’s closing price is less than $1.00 on the last day of May, it will be
considered eligible if the average of the daily closing prices (from its primary exchange) during the month of May is equal to
or greater than $1.00. Initial public offerings are added each quarter and must have a closing price at or above $1.00 on the last
day of their eligibility period in order to qualify for index inclusion. If an existing stock does not trade on the “rank
day” (typically the last trading day in May but a confirmed timetable is announced each spring) but does have a closing price
at or above $1.00 on another eligible U.S. exchange, that stock will be eligible for inclusion.
An important
criterion used to determine the list of securities eligible for the RTY is total market capitalization, which is defined as the
market price as of the last trading day in May for those securities being considered at annual reconstitution times the total number
of shares outstanding. Where applicable, common stock, non-restricted exchangeable shares and partnership units/membership interests
are used to determine market capitalization. Any other form of shares such as preferred stock, convertible preferred stock, redeemable
shares, participating preferred stock, warrants and rights, installment receipts or trust receipts, are excluded from the calculation.
If multiple share classes of common stock exist, they are combined. In cases where the common stock share classes act independently
of each other (e.g., tracking stocks), each class is considered for inclusion separately. If multiple share classes exist, the
pricing vehicle will be designated as the share class with the highest two-year trading volume as of the rank day in May.
Companies
with a total market capitalization of less than $30 million are not eligible for the RTY. Similarly, companies with only 5% or
less of their shares available in the marketplace are not eligible for the RTY. Royalty trusts, limited liability companies, closed-end
investment companies (companies that are required to report Acquired Fund Fees and Expenses, as defined by the SEC, including business
development companies), blank check companies, special purpose acquisition companies, and limited partnerships are also ineligible
for inclusion. Bulletin board, pink sheets, and over-the-counter (“OTC”) traded securities are not eligible for inclusion.
Exchange traded funds and mutual funds are also excluded.
Annual reconstitution
is a process by which the RTY is completely rebuilt. Based on closing levels of the company’s common stock on its primary
exchange on the rank day of May of each year, FTSE Russell reconstitutes the composition of the RTY using the then existing market
capitalizations
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of eligible
companies. Reconstitution of the RTY occurs on the last Friday in June or, when the last Friday in June is the 29th or 30th, reconstitution
occurs on the prior Friday. In addition, FTSE Russell adds initial public offerings to the RTY on a quarterly basis based on total
market capitalization ranking within the market-adjusted capitalization breaks established during the most recent reconstitution.
After membership is determined, a security’s shares are adjusted to include only those shares available to the public. This
is often referred to as “free float.” The purpose of the adjustment is to exclude from market calculations the capitalization
that is not available for purchase and is not part of the investable opportunity set.
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Historical
Performance of the RTY
The following graph sets forth
the daily historical performance of the RTY in the period from January 1, 2008 through May 31, 2019. 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.
The horizontal line in the graph represents its hypothetical Coupon Barrier and Threshold
Value of 879.292 (rounded to three decimal places), which is 60% of its hypothetical Starting Value of 1,465.487, which was its
closing level on May 31, 2019. The actual Starting Value, Coupon Barrier and Threshold Value will be determined on the pricing
date.
This historical
data on the RTY is not necessarily indicative of the future performance of the RTY or what the value of the Notes may be. Any historical
upward or downward trend in the level of the RTY during any period set forth above is not an indication that the level of the RTY
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 RTY.
License Agreement
“Russell
2000
®
” and “Russell 3000
®
” are trademarks of FTSE Russell and have been licensed
for use by our affiliate, MLPF&S. The Notes are not sponsored, endorsed, sold, or promoted by FTSE Russell, and FTSE Russell
makes no representation regarding the advisability of investing in the Notes.
FTSE Russell
and MLPF&S have entered into a non-exclusive license agreement providing for the license to MLPF&S and its affiliates,
including us, in exchange for a fee, of the right to use indices owned and published by FTSE Russell in connection with some securities,
including the Notes. The license agreement provides that the following language must be stated in this pricing supplement:
The Notes
are not sponsored, endorsed, sold, or promoted by FTSE Russell. FTSE Russell makes 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 RTY to track general stock market performance or a segment of the same. FTSE Russell’s
publication of the RTY in no way suggests or implies an opinion by FTSE Russell as to the advisability of investment in any or
all of the securities upon which the RTY is based. FTSE Russell’s only relationship to MLPF&S and to us is the licensing
of certain trademarks and trade names of FTSE Russell and of the RTY, which is determined, composed, and calculated by FTSE Russell
without regard to MLPF&S, us, or the Notes. FTSE Russell is not responsible for and has not reviewed the Notes nor any associated
literature or publications and FTSE Russell makes no representation or warranty express or implied as to their accuracy or completeness,
or otherwise. FTSE Russell reserves the right, at any time and without notice, to alter, amend, terminate, or in any way change
the RTY. FTSE Russell has no obligation or liability in connection with the administration, marketing, or trading of the Notes.
FTSE RUSSELL
DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RTY OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED,
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AS TO RESULTS
TO BE OBTAINED BY MLPF&S, US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RTY OR ANY DATA INCLUDED
THEREIN. FTSE RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RTY OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL FTSE RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
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The Energy Select Sector SPDR®
Fund
The
shares of the XLE are issued by Select Sector SPDR® Trust, a registered investment company. This Underlying seeks investment
results that correspond generally to the price and yield performance, before fees and expenses, of the Energy Select Sector Index.
The XLE measures the performance of the energy sector of the U.S. equity market. The XLE is composed of equity securities of companies
in the oil, gas and consumable fuel, energy equipment and services industries. The Underlying trades on the NYSE Arca under the
ticker symbol “XLE.”
Investment Approach
The
XLE utilizes a “passive” or “indexing” investment approach in attempting to track the performance of its
underlying index. The XLE will invest in substantially all of the securities which comprise its underlying index. The XLE will
normally invest at least 95% of its total assets in common stocks that comprise its underlying index.
Investment Objective and Strategy
The
XLE seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses,
of the Energy Select Sector Index, (the “Underlying Index”). The investment manager of the XLE uses a replication strategy
to try to achieve the XLE’s investment objective, which means that the XLE generally invests in substantially all of the
securities represented in its Underlying Index in approximately the same proportions as its Underlying Index. In certain situations
or market conditions, the XLE may temporarily depart from its normal investment policies and strategies provided that the alternative
is consistent with the XLE’s investment objective and is in the best interest of the XLE. For example, if the XLE is unable
to invest directly in a component security or if a derivative investment may provide higher liquidity than other types of investments,
it may make larger than normal investments in derivatives to maintain exposure to the index that it tracks. Consequently, under
such circumstances, the XLE may invest in a different mix of investments than it would under normal circumstances. The XLE is managed
with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from
an actively managed Underlying, which typically seeks to outperform a benchmark index.
Notwithstanding
the XLE’s investment objective, the return on your notes will not reflect any dividends paid on shares of the XLE, on the
securities purchased by the XLE or on the securities that comprise the Underlying Index for XLE.
Replication Strategy
The
XLE uses a replication strategy to attempt to track the performance of its Underlying Index. This strategy involves investing in
substantially all of the securities represented in the Underlying Index in approximately the same proportions as the Underlying
Index. Under normal market conditions, the XLE generally invests at least 95% of its total assets in the securities comprising
the Underlying Index. The XLE will provide shareholders with at least 60 days notice prior to any material change in its investment
policies.
The Select Sector Indices
The
Underlying Index of the XLE is part of the Select Sector Indices. The Select Sector Indices are sub-indices of the S&P 500® Index.
Each stock in the S&P 500® Index is allocated to at least one Select Sector Index, and the combined companies of the
eleven Select Sector Indices represent all of the companies in the S&P 500® Index. The industry indices are sub-categories
within each Select Sector Index and represent a specific industry segment of the overall Select Sector Index. The eleven Select
Sector Indices seek to represent the eleven S&P 500® Index sectors. The The index compilation agent for these indices
(the “Index Compilation Agent”) determines the composition of the Select Sector Indices based on S&P’s sector
classification methodology. (Sector designations are determined by the index sponsor using criteria it has selected or developed.
Index sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number
of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector
comparisons between indices with different index sponsors may reflect differences in methodology as well as actual differences
in the sector composition of the indices.) As of the close of business on September 21, 2018, the Underlying Sponsor and MSCI,
Inc. updated the Global Industry Classification Sector (“GICS”) structure. Among other things, the update broadened
the Telecommunications Services sector and renamed it the Communication Services sector. The renamed sector includes the previously
existing Telecommunication Services Industry group, as well as the Media Industry group, which was moved from the Consumer Discretionary
sector and renamed the Media & Entertainment Industry group. The Media & Entertainment Industry group contains three industries:
Media, Entertainment and Interactive Media & Services. The Media industry continues to consist of the Advertising, Broadcasting,
Cable & Satellite and Publishing sub-industries. The Entertainment industry contains the Movies & Entertainment sub-industry
(which includes online entertainment streaming companies in addition to companies previously classified in such industry prior
to September 21, 2018) and the Interactive Home Entertainment sub-industry (which includes companies previously classified in the
Home Entertainment Software sub-industry prior to September 21, 2018 (when the Home Entertainment Software sub-industry was a sub-industry
in the Information Technology sector)), as well as producers of interactive gaming products, including mobile gaming applications).
The Interactive Media & Services industry and sub-industry includes companies engaged in content and information creation or
distribution through proprietary platforms, where revenues are derived primarily through pay-per-click advertisements, and includes
search engines, social media and networking platforms, online classifieds and online review companies. The GICS structure changes
were effective for the S&P 500® Index as of the open of business on September 24, 2018 to coincide with the September 2018
quarterly rebalancing.
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Each
Select Sector Index was developed and is maintained in accordance with the following criteria:
|
·
|
Each of the component stocks in a Select
Sector Index (the “Component Stocks”) is a constituent company of the S&P 500® Index.
|
|
·
|
The eleven Select Sector Indices together
will include all of the companies represented in the S&P 500® Index and each of the stocks in the S&P 500® Index
will be allocated to at least one of the Select Sector Indices.
|
|
·
|
The Index Compilation Agent assigns each
constituent stock of the S&P 500® Index to a Select Sector Index. The Index Compilation Agent assigns a company’s
stock to a particular Select Sector Index based on S&P Dow Jones Indices’s sector classification methodology as set forth
in its Global Industry Classification Standard.
|
|
·
|
Each Select Sector Index is calculated by
S&P Dow Jones Indices using a modified “market capitalization” methodology. This design ensures that each of the
component stocks within a Select Sector Index is represented in a proportion consistent with its percentage with respect to the
total market capitalization of that Select Sector Index.
|
|
·
|
For reweighting purposes, each Select Sector
Index is rebalanced quarterly after the close of business on the second to last calculation day of March, June, September and December
using the following procedures: (1) The rebalancing reference date is two business days prior to the last calculation day of each
quarter; and (2) With prices reflected on the rebalancing reference date, and membership, shares outstanding, additional weight
factor (capping factor) and investable weight factors (as described in the section “Computation of the S&P 500 Index®”
below) as of the rebalancing effective date, each company is weighted using the modified market capitalization methodology. Modifications
are made as defined below.
|
|
(i)
|
The indices are first evaluated
to ensure none of the indices breach the maximum allowable limits defined in rules (ii) and (v) below. If any of the allowable
limits are breached, the component stocks are reweighted based on their float-adjusted market capitalization weights.
|
|
(ii)
|
If any component stock has
a weight greater than 24%, that component stock has its float-adjusted market capitalization weight capped at 23%. The 23% weight
cap creates a 2% buffer to ensure that no component stock exceeds 25% as of the quarter-end diversification requirement date.
|
|
(iii)
|
All excess weight is equally
redistributed to all uncapped component stocks within the relevant Select Sector Index.
|
|
(iv)
|
After this redistribution,
if the float-adjusted market capitalization weight of any other component stock(s) then breaches 23%, the process is repeated iteratively
until no component stock breaches the 23% weight cap.
|
|
(v)
|
The sum of the component
stocks with weight greater than 4.8% cannot exceed 50% of the total index weight. These caps are set to allow for a buffer below
the 5% limit.
|
|
(vi)
|
If the rule in step (v) is
breached, all the component stocks are ranked in descending order of their float-adjusted market capitalization weights and the
first component stock that causes the 50% limit to be breached has its weight reduced to 4.6%.
|
|
(vii)
|
This excess weight is equally
redistributed to all component stocks with weights below 4.6%. This process is repeated iteratively until step (v) is satisfied.
|
|
(viii)
|
Index share amounts are assigned
to each component stock to arrive at the weights calculated above. Since index shares are assigned based on prices one business
day prior to rebalancing, the actual weight of each component stock at the rebalancing differs somewhat from these weights due
to market movements.
|
|
(ix)
|
If necessary, the reweighting
process may take place more than once prior to the close on the last business day of March, June, September or December to ensure
conformity with all diversification requirements.
|
Each
Select Sector Index is calculated using the same methodology utilized by S&P Dow Jones Indices in calculating the S&P 500® Index,
using a base-weighted aggregate methodology. The daily calculation of each Select Sector Index is computed by dividing the total
market value of the companies in the Select Sector Index by a number called the index divisor.
The
Index Compilation Agent at any time may determine that a Component Stock which has been assigned to one Select Sector Index has
undergone such a transformation in the composition of its business, and should be removed from that Select Sector Index and assigned
to a different Select Sector Index. In the event that the Index Compilation Agent notifies S&P Dow Jones Indices that a Component
Stock’s Select Sector Index assignment should be changed, S&P Dow Jones Indices will disseminate notice of the change
following its standard procedure for announcing index changes and will implement the change in the affected Select Sector Indices
on a date no less than one week after the initial dissemination of information on the sector change to the maximum extent practicable.
It is not anticipated that Component Stocks will change sectors frequently.
Component
Stocks removed from and added to the S&P 500® Index will be deleted from and added to the appropriate Select Sector
Index on the same schedule used by S&P Dow Jones Indices for additions and deletions from the S&P 500® Index insofar
as practicable.
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For
more information on the S&P 500® Index, please refer to “The S&P 500® Index” above.
Historical Performance of the XLE
The following graph sets forth
the daily historical performance of the XLE in the period from January 1, 2008 through May 31, 2019. 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.
The horizontal line in the graph represents its hypothetical Coupon Barrier and Threshold
Value of $35.26 (rounded to two decimal places), which is 60% of its hypothetical Starting Value of $58.77, which was its closing
level on May 31, 2019. The actual Starting Value, Coupon Barrier and Threshold Value will be determined on the pricing date.
This historical
data on the XLE is not necessarily indicative of the future performance of the XLE or what the value of the Notes may be. Any historical
upward or downward trend in the level of the XLE during any period set forth above is not an indication that the level of the XLE
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 prices and trading pattern of the XLE.
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Supplement to the Plan of Distribution; Role
of BofAS and Conflicts of Interest
BofAS, a broker-dealer
affiliate of ours, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate
as selling agent in the distribution of the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA
Rule 5121. BofAS may not make sales in this offering to any of its discretionary accounts without the prior written approval of
the account holder.
We expect
to deliver the Notes against payment therefor in New York, New York on a date that is greater than two 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 two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement
of the Notes occurs more than two business days from the pricing date, purchasers who wish to trade the Notes more than two business
days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Under our
distribution agreement with BofAS, BofAS will purchase the Notes from us as principal at the public offering price indicated on
the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Notes to other broker-dealers
that will participate in the offering and that are not affiliated with us, at an agreed discount to the principal amount. Each
of those broker-dealers may sell the Notes to one or more additional broker-dealers. BofAS has informed us that these discounts
may vary from dealer to dealer and that not all dealers will purchase or repurchase the Notes at the same discount. Certain dealers
who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees
or commissions. The public offering price for investors purchasing the notes in these fee-based advisory accounts may be as low
as $982.50 per note.
BofAS and
any of our other broker-dealer affiliates, may use this pricing supplement, and the accompanying product supplement, 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. The selling agent may
act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market conditions
at the time of the sale.
At BofAS’s
discretion, for a short, undetermined initial period after the issuance of the Notes, BofAS 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 BofAS for the Notes will be based
on then-prevailing market conditions and other considerations, including the performance of the Underlyings and the remaining term
of the Notes. However, none of us, the Guarantor, BofAS or any of our other affiliates is obligated to purchase your Notes at any
price or at any time, and we cannot assure you that any party will purchase your Notes at a price that equals or exceeds the initial
estimated value of the Notes.
Any price
that BofAS may pay to repurchase the Notes will depend upon then prevailing market conditions, the creditworthiness of us and the
Guarantor, and transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of
the Notes.
No Prospectus
(as defined in Directive 2003/71/EC, as amended (the “Prospectus Directive”)) will be prepared in connection with these
Notes. Accordingly, these Notes may not be offered to the public in any member state of the European Economic Area (the “EEA”),
and any purchaser of these Notes who subsequently sells any of these Notes in any EEA member state must do so only in accordance
with the requirements of the Prospectus Directive, as implemented in that member state.
The Notes
are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available
to, any retail investor in the EEA. For these purposes, the expression “offer" includes the communication in any form
and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, and a “retail investor” means a person who is one (or more) of: (a) a retail
client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (b) a customer,
within the meaning of Insurance Distribution Directive 2016/97/EU, as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Directive.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”),
for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared, and therefore,
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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Structuring the Notes
The
Notes are our debt securities, the return on which is linked to the performance of the Underlyings. The related guarantee is BAC’s
obligation. 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 borrows
the funds under these types of Notes at a rate, which we refer to in this pricing supplement as BAC’s internal funding rate,
that is more favorable to BAC than the rate that it 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, typically results 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 BofAS or one of our other affiliates. The terms of these
hedging arrangements are determined based upon terms provided by BofAS and its affiliates, and take into account a number of factors,
including our and BAC’s creditworthiness, interest rate movements, the volatility of the Underlyings, 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.
BofAS
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 any expected amounts.
For
further information, see “Risk Factors” beginning on page PS-8 above and “Supplemental Use of Proceeds”
on page PS-16 of product supplement EQUITY-1.
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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 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. In addition, any reference to “Morrison & Foerster LLP” in the aforementioned
tax discussions in the accompanying prospectus and prospectus supplement should be read as a reference to “Sidley Austin
LLP.” 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 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.
Although the notes
are issued by us, they will be treated as if they were issued by Bank of America Corporation for U.S. federal income tax purposes.
Accordingly throughout this tax discussion, references to “we,” “our” or “us” are generally
to Bank of America Corporation unless the context requires otherwise.
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.
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.
General
Although there is
no statutory, judicial, or administrative authority directly addressing the characterization of the notes, we intend to treat the
notes for all tax purposes as contingent income-bearing single financial contracts with respect to the Underlyings and under the
terms of the notes, we and every investor in the notes agree, in the absence of an administrative determination or judicial ruling
to the contrary, to treat the notes in accordance with such characterization. In the opinion of our counsel, Sidley Austin LLP,
it is reasonable to treat the notes as contingent income-bearing single financial contracts with respect to the Underlyings. However,
Sidley Austin LLP has advised us that it is unable to conclude that it is more likely than not that this treatment will be upheld.
This discussion assumes that the notes constitute contingent income-bearing single financial contracts with respect to the Underlyings
for U.S. federal income tax purposes. If the notes did not constitute contingent income-bearing single financial contracts, the
tax consequences described below would be materially different.
This characterization
of the notes is not binding on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the
characterization of the notes or any similar instruments for U.S. federal income tax purposes, and no ruling is being requested
from the IRS with respect to their proper characterization and treatment. Due to the absence of authorities on point, significant
aspects of the U.S. federal income tax consequences of an investment in the notes are not certain, and no assurance can be given
that the IRS or any court will agree with the characterization and tax treatment described in this pricing supplement. Accordingly,
you are urged to consult your tax advisor regarding all aspects of the U.S. federal income tax consequences of an investment in
the notes, including possible alternative characterizations.
Unless otherwise
stated, the following discussion is based on the characterization described above. The discussion in this section assumes that
there is a significant possibility of a significant loss of principal on an investment in the notes.
We will not attempt
to ascertain whether the issuer of any component stocks included in an Underlying that is an index would be treated as a “passive
foreign investment company” (“PFIC”), within the meaning of Section 1297 of the Code, or a United States real
property holding corporation, within the meaning of Section 897(c) of the Code. If the issuer of one or more stocks included in
an Underlying that is an index were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a
holder of the notes. You should refer to information filed with the SEC by the issuers of the component stocks included in an Underlying
that is an index and consult your tax advisor regarding the possible consequences to you, if any, if any issuer of a component
stock included in an Underlying that is an index is or becomes a PFIC or is or becomes a United States real property holding corporation.
We will not attempt
to ascertain whether the issuer of any Underlying would be treated as a “passive foreign investment company” (“PFIC”),
within the meaning of Section 1297 of the Code, or a United States real property holding corporation, within the meaning of Section
897(c) of the Code. If the issuer of any Underlying were so treated, certain adverse U.S. federal income tax consequences could
possibly apply to a holder of the notes. You should refer to information filed with the SEC by the issuer of the Underlying and
consult your tax advisor regarding the possible consequences to you, if any, if the issuer of the Underlying is or becomes a PFIC
or is or becomes a United States real property holding corporation.
U.S. Holders
Although the U.S.
federal income tax treatment of any Contingent Coupon Payment on the notes is uncertain, we intend to take the position, and the
following discussion assumes, that any Contingent Coupon Payment constitutes taxable ordinary income to a U.S. Holder at the time
received or
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accrued in accordance
with the U.S. Holder’s regular method of accounting. By purchasing the notes you agree, in the absence of an administrative
determination or judicial ruling to the contrary, to treat any Contingent Coupon Payment as described in the preceding sentence.
Upon receipt of
a cash payment at maturity or upon a sale, exchange, or redemption of the notes prior to maturity, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount realized (other than amounts representing any Contingent
Coupon Payment, which would be taxed as described above) and the U.S. Holder’s tax basis in the notes. A U.S. Holder’s
tax basis in the notes will equal the amount paid by that holder to acquire them. Subject to the discussion below concerning the
possible application of the “constructive ownership” rules of Section 1260 of the Code, this capital gain or loss generally
will be long-term capital gain or loss if the U.S. Holder held the notes for more than one year. The deductibility of capital losses
is subject to limitations.
Possible Application
of Section 1260 of the Code.
Since one Underlying is the type of financial asset described under Section 1260 of the Code (including,
among others, any equity interest in pass-through entities such as exchange traded funds, regulated investment companies, real
estate investment trusts, partnerships, and passive foreign investment companies, each a “Section 1260 Financial Asset”),
while the matter is not entirely clear, there may exist a risk that an investment in the notes will be treated, in whole or in
part, as a “constructive ownership transaction” to which Section 1260 of the Code applies. If Section 1260 of the Code
applies, all or a portion of any long-term capital gain recognized by a U.S. Holder in respect of the notes will be recharacterized
as ordinary income (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment
of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. Holder
in taxable years prior to the taxable year of the sale, exchange, redemption, or settlement (assuming such income accrued at a
constant rate equal to the applicable federal rate as of the date of sale, exchange, redemption, or settlement).
If an investment
in the notes is treated as a constructive ownership transaction, it is not clear to what extent any long-term capital gain of a
U.S. Holder in respect of the notes will be recharacterized as ordinary income. It is possible, for example, that the amount of
the Excess Gain (if any) that would be recharacterized as ordinary income in respect of the notes will equal the excess of (i)
any long-term capital gain recognized by the U.S. Holder in respect of the notes and attributable to Section 1260 Financial Assets,
over (ii) the “net underlying long-term capital gain” (as defined in Section 1260 of the Code) such U.S. Holder would
have had if such U.S. Holder had acquired an amount of the corresponding Section 1260 Financial Assets at fair market value on
the original issue date for an amount equal to the portion of the issue price of the notes attributable to the corresponding Section
1260 Financial Assets and sold such amount of Section 1260 Financial Assets at maturity or upon sale, exchange, or redemption of
the notes at fair market value. Unless otherwise established by clear and convincing evidence, the net underlying long-term capital
gain is treated as zero and therefore it is possible that all long-term capital gain recognized by a U.S. Holder in respect of
the notes will be recharacterized as ordinary income if Section 1260 of the Code applies to an investment in the notes. U.S. Holders
should consult their tax advisors regarding the potential application of Section 1260 of the Code to an investment in the notes.
As described below,
the IRS, as indicated in Notice 2008-2 (the “Notice”), is considering whether Section 1260 of the Code generally applies
or should apply to the notes, including in situations where the Underlyings are not the type of financial asset described under
Section 1260 of the Code.
Alternative Tax
Treatments
. Due to the absence of authorities that directly address the proper tax treatment of the notes, prospective investors
are urged to consult their tax advisors regarding all possible alternative tax treatments of an investment in the notes. In particular,
the IRS could seek to subject the notes to the Treasury regulations governing contingent payment debt instruments. If the IRS were
successful in that regard, the timing and character of income on the notes would be affected significantly. Among other things,
a U.S. Holder would be required to accrue original issue discount every year at a “comparable yield” determined at
the time of issuance. In addition, any gain realized by a U.S. Holder at maturity or upon a sale, exchange, or redemption of the
notes generally would be treated as ordinary income, and any loss realized at maturity or upon a sale, exchange, or redemption
of the notes generally would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue
discount, and as capital loss thereafter.
In addition, it
is possible that the notes could be treated as a unit consisting of a deposit and a put option written by the note holder, in which
case the timing and character of income on the notes would be affected significantly.
The IRS released
Notice 2008-2 (the “Notice”), which sought comments from the public on the taxation of financial instruments currently
taxed as “prepaid forward contracts.” This Notice addresses instruments such as the notes. According to the Notice,
the IRS and Treasury are considering whether a holder of an instrument such as the notes should be required to accrue ordinary
income on a current basis, regardless of whether any payments are made prior to maturity. It is not possible to determine what
guidance the IRS and Treasury will ultimately issue, if any. Any such future guidance may affect the amount, timing and character
of income, gain, or loss in respect of the notes, possibly with retroactive effect.
The IRS and Treasury
are also considering additional issues, including whether additional gain or loss from such instruments should be treated as ordinary
or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, whether
Section 1260 of the Code, concerning certain “constructive ownership transactions,” generally applies or should generally
apply to such instruments, and whether any of these determinations depend on the nature of the underlying asset.
In addition, proposed
Treasury regulations require the accrual of income on a current basis for contingent payments made under certain notional principal
contracts. The preamble to the regulations states that the “wait and see” method of accounting does not properly reflect
the economic accrual of income on those contracts, and requires current accrual of income for some contracts already in existence.
While the proposed regulations do not apply to prepaid forward contracts, the preamble to the proposed regulations expresses the
view that similar timing issues exist in the case of prepaid forward contracts. If the IRS or Treasury publishes future guidance
requiring current economic accrual for contingent payments on prepaid forward contracts, it is possible that you could be required
to accrue income over the term of the notes.
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Because of the absence
of authority regarding the appropriate tax characterization of the notes, it is also possible that the IRS could seek to characterize
the notes in a manner that results in tax consequences that are different from those described above. For example, the IRS could
possibly assert that any gain or loss that a holder may recognize at maturity or upon the sale, exchange, or redemption of the
notes should be treated as ordinary gain or loss.
Because two Underlyings
are indices that periodically rebalance, it is possible that the notes could be treated as a series of contingent income-bearing
single financial contracts, each of which matures on the next rebalancing date. If the notes were properly characterized in such
a manner, a U.S. Holder would be treated as disposing of the notes on each rebalancing date in return for new notes that mature
on the next rebalancing date, and a U.S. Holder would accordingly likely recognize capital gain or loss on each rebalancing date
equal to the difference between the holder’s tax basis in the notes (which would be adjusted to take into account any prior
recognition of gain or loss) and the fair market value of the notes on such date.
Non-U.S. Holders
Because the U.S. federal income tax treatment
of the Notes (including any Contingent Coupon Payment) is uncertain, we will withhold U.S. federal income tax at a 30% rate (or
at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon Payment made unless such payments
are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. (in which case, to avoid withholding,
the Non-U.S. Holder will be required to provide a Form W-8ECI). We will not pay any additional amounts in respect of such withholding.
To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain a taxpayer identification number and certify as to
its eligibility under the appropriate treaty’s limitations on benefits article, if applicable. In addition, special rules
may apply to claims for treaty benefits made by Non-U.S. Holders that are entities rather than individuals. The availability of
a lower rate of withholding under an applicable income tax treaty will depend on whether such rate applies to the characterization
of the payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding
tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund
with the IRS.
Except as discussed below, a Non-U.S. Holder
generally will not be subject to U.S. federal income or withholding tax for amounts paid in respect of the Notes (not including,
for the avoidance of doubt, amounts representing any Contingent Coupon Payment which would be subject to the rules discussed in
the previous paragraph) upon the sale, exchange or redemption of the Notes or their settlement at maturity, provided that the Non-U.S.
Holder complies with applicable certification requirements and that the payment is not effectively connected with the conduct by
the Non-U.S. Holder of a U.S. trade or business. Notwithstanding the foregoing, gain from the sale, exchange, or redemption of
the Notes or their settlement at maturity may be subject to U.S. federal income tax if that Non-U.S. Holder is a non-resident alien
individual and is present in the U.S. for 183 days or more during the taxable year of the sale, exchange, redemption, or settlement
and certain other conditions are satisfied.
If a Non-U.S. Holder of the Notes is engaged
in the conduct of a trade or business within the U.S. and if any Contingent Coupon Payment and gain realized on the settlement
at maturity, or upon sale, exchange, or redemption of the Notes, is effectively connected with the conduct of such trade or business
(and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.),
the Non-U.S. Holder, although exempt from U.S. federal withholding tax, generally will be subject to U.S. federal income tax on
such Contingent Coupon Payment and gain on a net income basis in the same manner as if it were a U.S. Holder. Such Non-U.S. Holders
should read the material under the heading “—U.S. Holders,” for a description of the U.S. federal income tax
consequences of acquiring, owning, and disposing of the Notes. In addition, if such Non-U.S. Holder is a foreign corporation, it
may also be subject to a branch profits tax equal to 30% (or such lower rate provided by any applicable tax treaty) of a portion
of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the
U.S., subject to certain adjustments.
A “dividend equivalent” payment
is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked
instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified
ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation
for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However,
IRS guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one
instruments and that are issued before January 1, 2021. Based on our determination that the Notes are not delta-one instruments,
Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is
possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain
events affecting the Underlyings or the Notes, and following such occurrence the Notes could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of the Underlyings
or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context
of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the
applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect
to amounts so withheld.
As discussed above, alternative characterizations
of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or
clarification of the law, by regulation or otherwise, cause payments as to the Notes to become subject to withholding tax in addition
to the withholding tax described above, tax will be withheld at the applicable statutory rate. Prospective Non-U.S. Holders should
consult their own tax advisors regarding the tax consequences of such alternative characterizations.
U.S. Federal Estate Tax.
Under current
law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible
in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual
and
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with respect to which the individual has
retained certain interests or powers), should note that, absent an applicable treaty benefit, a note is likely to be treated as
U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding
the U.S. federal estate tax consequences of investing in a note.
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.
Foreign Account Tax Compliance Act (“FATCA”)
The discussion in the accompanying prospectus
under “U.S. Federal Income Tax Considerations – Foreign Account Tax Compliance Act” is hereby modified to reflect
regulations proposed by Treasury indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds
from the sale, exchange, settlement at maturity or other disposition of relevant financial instruments. Treasury has indicated
that taxpayers may rely on these proposed regulations pending their finalization.
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Where You Can Find More Information
The terms and risks of the Notes are
contained in this pricing supplement and in the following related product supplement, prospectus supplement and prospectus, which
can be accessed at the following links:
•
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Product
Supplement EQUITY-1 dated January 24, 2017:
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https://www.sec.gov/Archives/edgar/data/70858/000119312517016445/d331325d424b5.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 at www.sec.gov or obtained from BofAS by calling 1-800-294-1322.
Before you invest, you should read the Note Prospectus, including this pricing supplement, 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 pricing supplement have the meanings set forth in the accompanying
product supplement or prospectus supplement. 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.
As a result
of of the completion of the reorganization of Bank of America’s U.S. broker-dealer business, references to Merrill Lynch,
Pierce, Fenner & Smith Incorporated (“MLPF&S”) in the accompanying product supplement, prospectus supplement
and prospectus, as such references relate to MLPF&S’s institutional services, should now be read as references to BofAS.
The Notes
are our senior debt securities. Any payments on 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 our other senior unsecured debt, and the related guarantee will rank equally with all of BAC’s
other senior unsecured debt. Any payments due on the Notes, including any repayment of the principal amount, will be subject to
the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
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