Subject to Completion
Preliminary Term Sheet 
dated May  19 , 2016
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-202354
(To Prospectus dated May 1, 2015,
Prospectus Supplement dated  January 20, 2016  and
Product Supplement STOCK ARN-1 dated  March 9, 2016 )

   Units
$10 principal amount per unit
CUSIP No.   

Pricing Date*
Settlement Date*
Maturity Date*

May   , 201 6
June   , 201 6
July   , 2017
*Subject to change based on the actual date the notes are priced for initial sale to the public (the  “ pricing date ” )
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks
■    
Maturity of approximately 14 months
■    
3-to-1 upside exposure to increases in the Basket, subject to a capped return of [1 2 % to 1 6 %]
■    
The Basket will be comprised of the common stocks of Anthem, Inc., AT&T Inc., Danaher Corporation, McDonald's Corporation, PepsiCo, Inc., Pfizer Inc., Philip Morris International Inc., and QUALCOMM Incorporated. Each Basket Stock will be given an initial weight of 12.50%.
■    
1-to-1 downside exposure to decreases in the Basket, with 100% of your investment at risk
■    
All payments occur at maturity and are subject to the credit risk of Bank of America Corporation
■    
No periodic interest payments
■    
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See “Structuring the Notes”
■    
Limited secondary market liquidity, with no exchange listing
 
The notes are being issued by Bank of America Corporation (“BAC”). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs.  See “Risk Factors” beginning on p age TS-6 of this term sheet and  beginning on page PS-6 of product supplement STOCK ARN-1.
The initial estimated value of the notes as of the pricing date is expected to be betw een $ 9.42  and $ 9.71  per u nit, which is less than the public offering price listed below.  See “Summary” on the following page, “Risk Factors” beginning on page TS- 6  of this term sheet and “Structuring the Notes” on page TS- 18  of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. 
_________________________
None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
Per Unit
Total
Public offering price (1) ...........................
$ 10.00
$    
Underwriting discount (1)
$ 0.20
$    
Proceeds, before expenses, to  BAC
$ 9.80
$    
(1)   
For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively.   See “Supplement to the Plan of Distribution; Conflicts of Interest” below.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Merrill Lynch & Co.
May    , 201 6
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Summary
The Accelerated Return Notes ®  Linked to a Basket of  Eight Common  Stocks, due J uly    , 2017 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral.  The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BAC.  The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the  b asket of  eight common   s tocks described below (the “Basket”), is greater than its Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes, including the amount you receive at maturity, will be calculated based on the $10  principal amount  per unit and will depend on the performance of the Basket, subject to our credit risk. See “Terms of the Notes” below.
The Basket will be comprised of  the common stocks of Anthem, Inc., AT&T Inc., Danaher Corporation, McDonald's Corporation, PepsiCo, Inc., Pfizer Inc., Philip Morris International Inc., and QUALCOMM Incorporated  ( each, a “Basket Stock” ).  On the pricing date, each  Basket Stock will be given an  initial  weight  of 12.50% . 
The economic terms of the notes (including the Capped Value) are based on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities.  This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.  
On the cover page of this term sheet, we have provided the initial estimated value range for the notes.  This initial estimated value range was determined based on our and our affiliates’ pricing models, which take into consideration our internal funding rate and the market prices for the hedging arrangements related to the notes.  The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheet made available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS- 18 .
Terms of the  Notes
Redemption Amount  Determination
Issuer:
Bank of America Corporation (“BAC”)
On the maturity date, you will receive a cash payment per unit determined as follows:
Principal Amount:
$10.00  per unit
Term:
Approximately 14 months
Market Measure:
An equally weighted basket of  eight common  stocks comprised of  Anthem, Inc. (NYSE symbol: “ANTM”), AT&T Inc. (NYSE symbol: “T”), Danaher Corporation (NYSE symbol: “DHR”), McDonald's Corporation (NYSE symbol: “MCD”), PepsiCo, Inc. (NYSE symbol: “PEP”), Pfizer Inc. (NYSE symbol: “PFE”), Philip Morris International Inc. (NYSE symbol: “PM”), and QUALCOMM Incorporated (NASDAQ symbol: “QCOM”)  ( each, an “Underlying Company” ).
Starting Value:
The Starting Value will be set to 100.00 on the pricing date.
Ending Value:
The value of the Basket on the calculation day. The calculation day is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-26 of product supplement STOCK ARN-1.
Participation Rate:
300%
Capped Value:
[$11. 2 0 to $11. 6 0] per unit, which represents a return of [1 2 % to 1 6 %] over the  principal amount . The actual Capped Value will be determined on the pricing date.
Calculation Day:
Approximately the fifth scheduled trading day immediately preceding the maturity date.
Price Multiplier:
1  for each Basket Stock, subject to adjustment for certain corporate events relating to the Basket Stocks described beginning on page PS- 19  of product supplement STOCK ARN-1.
Fees and Charges:
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS- 18 .
Calculation Agent:
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of BAC.

Accelerated Return Notes ®
 TS- 2
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
The terms and risks of the notes are  contained in this term sheet and  in the  following: 
■    
■    
Series L MTN prospectus supplement dated  January 20, 2016  and prospectus dated May 1, 2015:
http://www.sec.gov/Archives/edgar/data/70858/000119312516433708/d122981d424b3.htm  
These  documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the  SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-8 00 - 294 - 1322 .   Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.  Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement  STOCK  ARN- 1 .  Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BAC. 
Investor Considerations
You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you if:
■    
You anticipate that the  value  of the Basket will increase moderately from the Starting Value to the Ending Value.
■    
You are willing to risk a loss of principal and return if the  value  of the Basket decreases from the Starting Value to the Ending Value.
■    
You accept that the return on the notes will be capped.
■    
You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.
■    
You are willing to forgo dividends or other benefits of owning the Basket  Stocks .
■    
You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes.
■    
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
■    
You believe that the  value  of the Basket will decrease from the Starting Value  to the  E nding  V alue  or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
■    
You seek principal repayment or preservation of capital.
■    
You seek an uncapped return on your investment.
■    
You seek interest payments or other current income on your investment.
■    
You want to receive dividends or other distributions paid on the Basket  Stock s.
■    
You seek an investment for which there will be a liquid secondary market.
■    
You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
We urge you to consu lt your investment, legal, tax,  accounting, and other advisors before you invest in the notes.

Accelerated Return Notes ®
 TS- 3
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Hypothetical Payout Profile and   Examples of  
Payments at Maturity
The below graph is based on  hypothetical  numbers and values.  
Accelerated Return Notes ®
This graph reflects the returns on the notes based on the Participation Rate of 300% and a Capped Value of $11. 4 0  per unit  (the midpoint of the Capped Value range of [$11. 2 0 to $11. 6 0]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Basket  Stock s, excluding dividends.
This graph has been prepared for purposes of illustration only.
The following table and examples are for purposes of illustration only.  They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on the Starting Value of 100, the Participation Rate of 300%, a Capped Value of $1 1.4 0 per unit and a range of hypothetical Ending Values.  The actual amount you receive and the resulting total rate of return will depend on the actual Ending Value, Capped Value, and whether you hold the notes to maturity.  The following examples do not take into account any tax consequences from investing in the notes.
For  hypothetical   historical values  of the Basket, see “The Basket” section below.  For recent actual prices of the Basket Stocks, see “The Basket Stocks” section below.  The Ending Value will not include any income generated by dividends paid on the Basket  Stock s, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
Ending Value
Percentage Change from the Starting Value to the Ending Value
Redemption Amount per Unit
Total Rate of Return on the Notes
0.00
-100.00%
$0.00
-100.00%
50.00
-50.00%
$5.00
-50.00%
80.00
-20.00%
$8.00
-20.00%
90.00
-10.00%
$9.00
-10.00%
94.00
-6.00%
$9.40
-6.00%
97.00
-3.00%
$9.70
-3.00%
100.00 (1)
0.00%
$10.00
0.00%
102.00
2.00%
$10.60
6.00%
10 4 .00
4 .00%
$1 1.2 0
12 .00%
105.00
5.00%
$1 1.4 0 (2)
14 .00%
110.00
10.00%
$1 1.4 0
14 .00%
120.00
20.00%
$1 1.4 0
14 .00%
130.00
30.00%
$1 1.4 0
14 .00%
140.00
40.00%
$1 1.4 0
14 .00%
150.00
50.00%
$1 1.4 0
14 .00%
160.00
60.00%
$1 1.4 0
14 .00%
(1)    
T he Starting Value   will be set to 100.00 on the pricing date .
(2)    
The Redemption Amount per unit cannot exceed the  hypothetical  Capped Value.

Accelerated Return Notes ®
 TS- 4
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Redemption Amount Calculation Examples
Example  1
The Ending Value is  80.00, or 80.00%  of the Starting Value :
Starting Value:             100.00
Ending Value:     80.00
=  $8.00  Redemption Amount per unit
Example  2
The Ending Value is  102.00, or 102.00%  of the Starting Value :
Starting Value:         100.00
Ending Value:     102.00
=  $10.60  Redemption Amount per unit
Example  3
The Ending Value is  130.00, or 130.00%  of the Starting Value :
Starting Value:         100.00
Ending Value:     130.00
=  $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $1 1.4 0 per unit
Accelerated Return Notes ®
 TS- 5
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Risk Factors
There are important differences between the notes and a conventional debt security.  An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page  PS-6 of product supplement STOCK ARN-1, page S-5 of the Series L MTN prospectus supplement, and page 9 of the prospectus identified above.  We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
■    
Depending on the performance of the Basket  as measured shortly before the maturity date , your investment may result in a loss; there is no guaranteed return of principal.
■    
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
■    
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
■    
Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the Basket  Stock s.
■    
The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads, our  internal funding  rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes.  These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
■    
The public offering price you pay for the notes will exceed the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value.  This is due to, among other things, changes in the  value  of the Basket ,  our internal funding rate , and the inclusion in the public offering price of the underwriting discount and the hedging related charge, all as further described in “Structuring the Notes” on page TS- 18 . 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, MLPF&S or any of our affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the  Basket , our creditworthiness and changes in market conditions.
■    
A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
■    
Our business activities as a full service financial institution, including our commercial and investment banking activities, our hedging and trading activities (including trades in shares of the Basket  Stock s) ,  and any hedging and trading activities we engage in for our clients’ accounts, may affect the market value  and return  of the notes and may create conflicts of interest with you. 
■    
The Underlying Companies will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to any Underlying Company in connection with this offering.
■    
Changes in the  price of one  of the Basket Stocks may  be  offset  by changes in the prices of the  other  Basket Stocks .
■    
You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive shares of the Basket Stocks or dividends or other distributions by the Underlying Companies. 
■    
While we or our affiliates may from time to time own securities of the Underlying Companies, we do not control  any   Underlying Compan y , and  have not verified  any disclosure s  made by  any Underlying Company . 
■    
The payment on the notes will not be adjusted for all corporate events that could affect a Basket Stock.   See “Description of ARNs—Anti-Dilution Adjustments” beginning on page PS-19 of product supplement STOCK ARN-1.
■    
There may be potential conflicts of interest involving the calculation agent , which is an affiliate of ours .  We have the right to appoint and remove the calculation agent.
■    
The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes.  See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page  PS-29 of product supplement STOCK ARN-1.
Accelerated Return Notes ®
 TS- 6
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
The Basket
For more information on the calculation of the value of the Basket, please see the section  entitled “Description of ARNs—Basket Market Measures" beginning on page PS-25 of product supplement STOCK ARN-1.
If  May 18, 2016  were the pricing date, for each Basket  Stock , the Initial Component Weight, the  Closing Market Price , the hypothetical Component Ratio and the initial contribution to the Basket value would be as follows:
Basket  Stock
Bloomberg Symbol
Initial Component Weight
Closing  Market  Price (1)(2)
Hypothetical Component Ratio (1)(3)
Initial Basket Value Contribution
Anthem, Inc.
ANTM
12.50%
136.08
0.09185773
12.50
AT&T Inc.
T
12.50%
38.45
0.32509753
12.50
Danaher Corporation
DHR
12.50%
98.33
0.12712295
12.50
McDonald's Corporation
MCD
12.50%
126.21
0.09904128
12.50
PepsiCo, Inc.
PEP
12.50%
100.91
0.12387276
12.50
Pfizer Inc.
PFE
12.50%
33.17
0.37684655
12.50
Philip Morris International Inc.
PM
12.50%
98.95
0.12632643
12.50
QUALCOMM Incorporated
QCOM
12.50%
52.79
0.23678727
12.50
Starting Value
100.00
(1)    
The actual  Closing Market Price  of each  Basket Stock  and the resulting actual Component Ratios will be determined on the pricing date  and  will be set forth in the final term sheet that will be made available in con nection with sales of the notes .
(2)    
These were the  Closing  Market Prices of the Basket  Stock s on  May 18, 2016 .
(3)    
Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket  Stock  (as a percentage) multiplied by 100, and then divided by the C losing Market Price  of that Basket  Stock  on  May 18, 2016  and rounded to eight decimal places.
The  calculation agent will calculate the  Ending V alue  of the Basket   by summing the products of the Closing Market Price for each Basket  Stock  (multiplied by its Price Multiplier) on the calculation day and the Component Ratio applicable to that Basket  Stock . The Price Multiplier for each Basket  Stock  will initially be 1, and is subject to adjustment as described in the product supplement.   If a Market Disruption Event occurs as to any Basket  Stock  on the scheduled calculation day, the Closing Market Price of that Basket  Stock  will be determined as more fully described   in “Description of ARNs—Basket Market Measures—Ending Value of the Basket" beginning on page PS-26 of product supplement STOCK ARN-1.

Accelerated Return Notes ®
 TS- 7
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
While actual historical information on the Basket will not exist before the pricing date, the following graph sets forth the hypothetical historical daily performance of the Basket from  March 1 8 ,  2008 through  May 18, 2016 .  The graph is based upon actual daily historical  prices  of the Basket  Stock s, hypothetical Component Ratios based on the closing  prices  of the Basket  Stock s as of  March 17 , 2008 , the date when the common stock of  Philip Morris International Inc.  began trading,  and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the value of the notes may be. Any  hypothetical  historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time over the term of the notes.
Hypothetical Historical Performance of the Basket

Accelerated Return Notes ®
 TS- 8
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
The Basket Stocks
We have derived the following information from publicly available documents. We have not independently verified the  accuracy or completeness of the  following information. 
Because each Basket  Stock  is registered under the Securities Exchange Act of 1934, the Underlying Companies are required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s web site at http://www.sec.gov by reference to the applicable CIK number set forth below.
This term sheet relates only to the notes and does not relate to any securities of the Underlying Companies. Neither we nor any of our affiliates have participated or will participate in the preparation of the Underlying Companies’ publicly available documents. Neither we nor any of our affiliates have made any due diligence inquiry with respect to the Underlying Companies in connection with the offering of the notes. Neither we nor any of our affiliates make any representation that the publicly available documents or any other publicly available information regarding the Underlying Companies are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Basket  Stock s, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning  an   Underlying Compan y  could affect the  price  of  its  Basket  Stock  and therefore could affect your return on the notes.  The selection of the Basket  Stock s is not a recommendation to buy or sell shares of the Basket  Stock s.
The tables set forth below show the quarterly high and low Closing Market Prices of the shares of the Basket  Stock s on their primary exchange from  January 1, 2008 or the date when the relevant Basket Stock began trading, as applicable,  through  May 18, 2016 .  We obtained this historical data from Bloomberg L.P.  We have not independently verified the accuracy or completeness of the informat ion obtained from Bloomberg L.P.   These historical trading prices may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

Accelerated Return Notes ®
 TS- 9
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Anthem ,  Inc.
Anthem ,  Inc. is a health benefits company. The  c ompany provides health benefits, dental and vision benefits, pharmacy benefits, life insurance, and life and disability insurance benefits.  It s operations include Blue Cross and Blue Shield plans.   This  Basket Stock  trades on the  New York Stock Exchange (the “NYSE”)  under the symbol “ ANTM .” The company’s CIK number is  1156039 .
High ($)
Low ($)
2008
First Quarter
89.28
43.23
Second Quarter
56.66
45.80
Third Quarter
57.57
44.40
Fourth Quarter
47.50
29.44
2009
First Quarter
46.10
30.10
Second Quarter
51.45
37.96
Third Quarter
55.47
47.36
Fourth Quarter
60.36
44.72
2010
First Quarter
68.06
58.46
Second Quarter
65.34
48.93
Third Quarter
56.69
47.43
Fourth Quarter
59.97
54.34
2011
First Quarter
69.79
57.95
Second Quarter
81.78
68.06
Third Quarter
80.79
57.01
Fourth Quarter
70.75
62.32
2012
First Quarter
73.80
63.84
Second Quarter
72.95
63.79
Third Quarter
63.20
52.93
Fourth Quarter
63.03
54.33
2013
First Quarter
66.28
58.93
Second Quarter
81.84
67.18
Third Quarter
89.26
81.09
Fourth Quarter
93.92
83.60
2014
First Quarter
100.97
84.25
Second Quarter
108.82
92.00
Third Quarter
124.17
107.29
Fourth Quarter
129.16
111.06
2015
First Quarter
158.38
123.26
Second Quarter
171.04
150.93
Third Quarter
165.22
136.31
Fourth Quarter
148.81
127.86
2016
First Quarter
144.17
117.22
Second Quarter (through May 18, 2016)
147.52
135.51

Accelerated Return Notes ®
 TS- 10
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
AT&T Inc.
AT&T Inc. is a communications holding company. The  c ompany, through its subsidiaries and affiliates, provides local and long-distance phone service, wireless and data communications, Internet access and m essaging, IP-based and satellit e television, security services, telecommunications equipment, and directory advertising and publishing.   This  Basket Stock  trades on the  NYSE  under the symbol “ T .” The company’s CIK number is  732717 .
High ($)
Low ($)
2008
First Quarter
41.43
34.36
Second Quarter
40.51
32.76
Third Quarter
33.30
27.75
Fourth Quarter
29.98
22.42
2009
First Quarter
29.42
21.72
Second Quarter
26.83
23.67
Third Quarter
27.43
23.38
Fourth Quarter
28.34
25.31
2010
First Quarter
28.58
24.77
Second Quarter
26.66
24.13
Third Quarter
28.92
24.29
Fourth Quarter
29.44
27.70
2011
First Quarter
30.71
27.33
Second Quarter
31.88
30.13
Third Quarter
31.68
27.54
Fourth Quarter
30.24
27.41
2012
First Quarter
31.84
29.16
Second Quarter
35.71
30.13
Third Quarter
38.25
34.63
Fourth Quarter
38.34
33.14
2013
First Quarter
36.86
33.20
Second Quarter
39.00
34.35
Third Quarter
35.96
33.32
Fourth Quarter
36.45
33.11
2014
First Quarter
35.07
31.86
Second Quarter
36.74
34.49
Third Quarter
36.59
34.21
Fourth Quarter
35.90
32.14
2015
First Quarter
34.87
32.62
Second Quarter
36.18
32.51
Third Quarter
35.77
31.80
Fourth Quarter
34.93
32.31
2016
First Quarter
39.45
33.51
Second Quarter (through May 18, 2016)
39.55
37.86

Accelerated Return Notes ®
 TS- 11
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Danaher  Corporation
Danaher Corporation designs, manufactures and markets professional, medical, industrial and commercial products and services in the sectors of test and measurement, envir onmental, life sciences, dental  and industrial technologies.   This  Basket Stock  trades on the  NYSE  under the symbol “ DHR .” The company’s CIK number is  313616 .
High ($)
Low ($)
2008
First Quarter
43.46
35.07
Second Quarter
41.28
36.93
Third Quarter
42.25
34.12
Fourth Quarter
34.27
24.74
2009
First Quarter
29.27
24.02
Second Quarter
32.00
26.26
Third Quarter
34.31
28.88
Fourth Quarter
38.05
32.37
2010
First Quarter
40.44
35.08
Second Quarter
43.71
37.12
Third Quarter
41.45
35.74
Fourth Quarter
47.37
39.72
2011
First Quarter
51.96
46.05
Second Quarter
55.77
51.14
Third Quarter
55.05
40.54
Fourth Quarter
50.86
40.42
2012
First Quarter
56.00
48.33
Second Quarter
56.07
49.82
Third Quarter
55.66
49.53
Fourth Quarter
56.83
51.41
2013
First Quarter
62.65
57.48
Second Quarter
64.36
58.05
Third Quarter
70.49
63.63
Fourth Quarter
77.20
67.14
2014
First Quarter
78.53
72.49
Second Quarter
80.68
72.56
Third Quarter
79.50
73.34
Fourth Quarter
87.06
71.70
2015
First Quarter
87.81
82.03
Second Quarter
87.84
81.88
Third Quarter
92.26
82.40
Fourth Quarter
97.35
85.33
2016
First Quarter
95.29
83.59
Second Quarter (through May 18, 2016)
98.65
92.68

Accelerated Return Notes ®
 TS- 12
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
McDonald's Corporation
McDonald's Corporation franchises and operates fast-food restaurants in the global restaurant industry. The  c ompany's restaurants serve a variety of value-priced menu products.   This  Basket Stock  trades on the  NYSE  under the symbol “ MCD .” The company’s CIK number is  63908 .
High ($)
Low ($)
2008
.First Quarter
58.17
50.75
Second Quarter
61.17
55.40
Third Quarter
65.95
57.19
Fourth Quarter
63.66
51.55
2009
First Quarter
63.75
50.86
Second Quarter
60.99
52.40
Third Quarter
58.82
54.23
Fourth Quarter
64.53
56.61
2010
First Quarter
67.35
61.45
Second Quarter
71.52
65.87
Third Quarter
76.08
66.11
Fourth Quarter
80.34
74.92
2011
First Quarter
76.73
72.67
Second Quarter
84.57
75.99
Third Quarter
90.79
82.11
Fourth Quarter
100.81
85.83
2012
First Quarter
101.74
95.55
Second Quarter
99.40
86.32
Third Quarter
93.71
87.15
Fourth Quarter
94.09
84.05
2013
First Quarter
99.69
89.90
Second Quarter
103.59
96.42
Third Quarter
101.58
94.36
Fourth Quarter
98.92
93.27
2014
First Quarter
98.78
93.02
Second Quarter
103.53
97.01
Third Quarter
101.07
91.09
Fourth Quarter
97.17
88.46
2015
First Quarter
100.25
88.78
Second Quarter
100.68
94.30
Third Quarter
101.10
91.21
Fourth Quarter
120.07
98.78
2016
First Quarter
125.83
115.12
Second Quarter (through May 18, 2016)
131.60
125.50

Accelerated Return Notes ®
 TS- 13
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
PepsiCo, Inc.
PepsiCo, Inc. operates beverage, snack and food businesses. The  c ompany manufactures or uses contract manufacturers, markets and sells a variety of grain-based snacks, carbonated and non-carbonated beverages and foods.   This  Basket Stock  trades on the  NYSE  under the symbol “ PEP .” The company’s CIK number is  77476 .
High ($)
Low ($)
2008
First Quarter
79.57
66.73
Second Quarter
72.13
63.59
Third Quarter
73.19
64.40
Fourth Quarter
71.64
50.29
2009
First Quarter
55.97
45.81
Second Quarter
55.37
47.89
Third Quarter
59.86
54.68
Fourth Quarter
64.23
58.46
2010
First Quarter
66.86
58.96
Second Quarter
66.94
60.77
Third Quarter
66.89
61.52
Fourth Quarter
68.11
63.89
2011
First Quarter
66.91
62.31
Second Quarter
71.78
65.09
Third Quarter
70.52
59.99
Fourth Quarter
66.57
60.29
2012
First Quarter
66.76
62.28
Second Quarter
70.66
64.85
Third Quarter
73.58
68.79
Fourth Quarter
71.19
68.02
2013
First Quarter
79.11
69.33
Second Quarter
84.25
78.59
Third Quarter
86.80
79.06
Fourth Quarter
86.68
78.93
2014
First Quarter
83.50
77.10
Second Quarter
90.10
82.59
Third Quarter
93.79
88.10
Fourth Quarter
100.39
90.79
2015
First Quarter
100.40
93.02
Second Quarter
98.22
92.64
Third Quarter
99.86
89.64
Fourth Quarter
103.08
93.85
2016
First Quarter
102.69
93.77
Second Quarter (through May 18, 2016)
106.57
100.91

Accelerated Return Notes ®
 TS- 14
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Pfizer Inc.
Pfizer Inc. is a research-based pharmaceutical company that dis covers, develops, manufactures  and markets medicines for humans and animals. The  c ompany's products include prescription pharmaceuticals, non-p rescription self-medications  and animal health products ,  such as anti-infective medicines and vaccines.   This  Basket Stock  trades on the  NYSE  under the symbol “ PFE .” The company’s CIK number is  78003 .
High ($)
Low ($)
2008
First Quarter
24.08
20.50
Second Quarter
21.51
17.17
Third Quarter
19.97
17.17
Fourth Quarter
19.00
14.45
2009
First Quarter
18.27
11.66
Second Quarter
15.34
13.04
Third Quarter
16.86
14.20
Fourth Quarter
18.85
16.15
2010
First Quarter
20.00
16.91
Second Quarter
17.29
14.26
Third Quarter
17.41
14.14
Fourth Quarter
17.79
16.29
2011
First Quarter
20.38
17.68
Second Quarter
21.45
19.79
Third Quarter
20.78
16.66
Fourth Quarter
21.83
17.33
2012
First Quarter
22.66
20.95
Second Quarter
23.08
21.60
Third Quarter
24.96
22.34
Fourth Quarter
26.04
23.66
2013
First Quarter
28.86
25.85
Second Quarter
31.08
27.23
Third Quarter
29.67
27.65
Fourth Quarter
32.20
28.24
2014
First Quarter
32.75
29.66
Second Quarter
32.40
29.02
Third Quarter
30.96
28.04
Fourth Quarter
32.09
27.70
2015
First Quarter
35.05
31.16
Second Quarter
35.44
33.46
Third Quarter
36.15
30.82
Fourth Quarter
35.45
31.33
2016
First Quarter
32.18
28.56
Second Quarter (through May 18, 2016)
33.82
30.04

Accelerated Return Notes ®
 TS- 15
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Philip Morris International  Inc.
Philip Morris International Inc., through its subsidiaries, affiliates and their licensee s, produces, sells, distributes  and markets a range of branded cigarettes and tobacco products in markets outside of the United States. The  c ompany's portfolio comprises both international and local brands.   This  Basket Stock  trades on the  NYSE  under the symbol “ PM .” The company’s CIK number is  1413329 .
High ($)
Low ($)
2008
First Quarter  (from March 17, 2008)
51.75
49.15
Second Quarter
53.63
48.00
Third Quarter
55.95
46.80
Fourth Quarter
50.78
36.63
2009
First Quarter
44.47
32.34
Second Quarter
44.60
36.09
Third Quarter
49.40
42.34
Fourth Quarter
51.55
47.36
2010
First Quarter
52.89
45.51
Second Quarter
52.95
43.17
Third Quarter
56.32
46.45
Fourth Quarter
60.82
55.29
2011
First Quarter
65.70
56.02
Second Quarter
71.75
64.92
Third Quarter
72.35
62.38
Fourth Quarter
79.10
61.76
2012
First Quarter
88.61
73.26
Second Quarter
90.31
81.91
Third Quarter
93.38
86.67
Fourth Quarter
93.74
82.39
2013
First Quarter
93.42
85.83
Second Quarter
96.44
86.50
Third Quarter
90.54
82.95
Fourth Quarter
91.64
84.16
2014
First Quarter
86.02
75.39
Second Quarter
91.34
82.21
Third Quarter
86.29
81.58
Fourth Quarter
89.90
81.39
2015
First Quarter
85.16
75.33
Second Quarter
86.79
76.07
Third Quarter
85.89
77.29
Fourth Quarter
90.15
79.46
2016
First Quarter
98.90
85.80
Second Quarter (through May 18, 2016)
102.18
96.42

Accelerated Return Notes ®
 TS- 16
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
QUALCOMM Incorporated
QUALCOMM Incorporated manufactures digital wireless communications equipment. The company licenses its code division multiple access (CDMA) and orthogonal frequency division multiplexing access intellectual property to other companies, and produces CDMA-based integrated circuits, and produces equipment and software used to track workers and assets, and software for wireless content enablement.   This  Basket Stock  trades on the  NASDAQ Global Select Market (the “NASDAQ”)  under the symbol “ QCOM .” The company’s CIK number is  804328 .
High ($)
Low ($)
2008
First Quarter
43.79
35.97
Second Quarter
50.42
41.19
Third Quarter
56.39
39.88
Fourth Quarter
42.48
29.21
2009
First Quarter
39.54
32.78
Second Quarter
46.34
39.36
Third Quarter
48.45
43.06
Fourth Quarter
46.86
40.68
2010
First Quarter
49.47
35.56
Second Quarter
43.29
32.84
Third Quarter
45.12
31.96
Fourth Quarter
49.99
43.89
2011
First Quarter
59.58
50.21
Second Quarter
58.59
52.25
Third Quarter
59.36
46.40
Fourth Quarter
57.40
47.65
2012
First Quarter
68.59
55.27
Second Quarter
68.32
53.55
Third Quarter
65.08
53.73
Fourth Quarter
64.35
57.43
2013
First Quarter
67.97
63.45
Second Quarter
67.28
59.88
Third Quarter
70.09
59.39
Fourth Quarter
74.25
65.71
2014
First Quarter
79.28
71.12
Second Quarter
81.32
77.61
Third Quarter
81.60
72.49
Fourth Quarter
78.51
69.26
2015
First Quarter
74.51
62.46
Second Quarter
71.06
62.62
Third Quarter
65.14
52.43
Fourth Quarter
60.87
46.83
2016
First Quarter
53.30
42.96
Second Quarter (through May 18, 2016)
52.91
50.03

Accelerated Return Notes ®
 TS- 17
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
Supplement to the Plan of Distribution; Conflicts of Interest
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of the notes.   Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members.   MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
We may deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date.   Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.   Accordingly, if the initial settlement of the notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange.   In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.   If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account .
MLPF&S  may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices , and these will  include MLPF&S’s trading commissions and mark-ups.   MLPF&S may act as principal or agent in these market-making transactions; however ,  it is not obligated to engage in any such transactions.  At  MLPF&S’s discretion ,  for a short ,  undetermined   initial period after the issuance of the notes, MLPF&S  may offer to buy the notes  in the secondary market  at a price that may exceed  the  initial estimated value  of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the  Basket  and the remaining term of the notes.  However, neither we nor any of our   affiliates is obligated to purc hase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your notes  at a price that  equals or  exceeds the  initial estimated value  of the notes.
The value of the notes shown on your account statement   will be based on   MLPF&S’s   estimate of the value of the notes if MLPF&S or another of our affiliates were to make a market in the notes, which it is not obligated t o do.  That estimate will be based upon the price that MLPF&S may pay  for the notes in light of then-prevailing market conditions   and other considerations, as mentioned above, and will include transaction costs.  At certain times, this price may b e higher than or lower than the  initial estimated value  of the notes .  
●    
the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
●    
a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and
●    
a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.        
Structuring the Notes
The notes are our debt securities, the return on which is linked to the performance of the Basket.  As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing.  In addition, because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under these notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security.  This   rate, which we refer to in this term sheet as our internal funding rate, is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities.  This ge nerally relatively lower internal funding  rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked notes, typically results in the initial estimated value of the notes on the pricing date being less than their public offering price .
Accelerated Return Notes ®
 TS- 18
Accelerated Return Notes ® 
Linked to a Basket of  Eight Common  Stocks, due  July   , 2017
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Basket and the $10 per unit  principal amount .  In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates.  The terms of these hedging arrangements are determined by seeking bids from market participants,  including   MLPF&S and its affiliates , and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Basket   Stock s , the tenor of the note s  and the tenor of the hedging arrangements.  The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions.  Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.
For further information, see “Risk Factors—General Risks Relating to ARNs” beginning on page PS-6 and “Use of Proceeds” on page PS-15 of product supplement STOCK ARN-1.
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following: 
■    
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
■    
You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the  Basket.
■    
Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning  on page 99 of the prospectus ) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
■    
No assurance can be given that the IRS or any court will agree with this characterization and tax treatment. 
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in  U.S. federal or other tax laws.  You should review carefully the discussion under the section entitled  “U.S. Federal Income Tax Summary” beginning on  page PS-29 of product supplement STOCK ARN-1.
Where You Can Find More Information
We have filed a registration statement (including a product   suppl ement, a prospectus supplement,  and a prospectus) with the SEC for the offering to which this term sheet relates.  Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering.  You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by c alling MLPF&S toll-free at 1-800-294-1322 .
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Return Market-Linked Investment or guarantee any performance.
Enhanced Return Market-Linked Investments are short- to medium-term investments that offer you a way to enhance exposure to a particular market view without taking on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive better-than market returns on the linked asset, you must generally accept market downside risk and capped upside potential.  As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need to be prepared for the possibility that you may lose all or part of your investment.
“ Accelerated Return Notes ® ”  and  “ ARNs ® ”  are our registered service marks.
Accelerated Return Notes ®
 TS-19
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