Bank of America : Form of prospectus filed in connection with primary offering of securities on a delayed basis

Subject to Completion Preliminary Term Sheet dated January 17, 2019

Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-213265 (To Prospectus dated November 4, 2016, Prospectus Supplement dated November 4, 2016 and Product Supplement EQUITY INDICES SUN-1 dated November 28, 2016)

Units $10 principal amount per unit CUSIP No.

Pricing Date* Settlement Date* Maturity Date*January , 2019

January , 2019

January , 2021

*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date")

BofA Finance LLC

Market-Linked Step Up Notes Linked to the EURO STOXX 50® Index

Fully and Unconditionally Guaranteed by Bank of America Corporation

• ■ Maturity of approximately two years

• ■ If the Index is flat or increases up to the Step Up Value, a return of [30% to 36%]

• ■ If the Index increases above the Step Up Value, a return equal to the percentage increase in the Index

• ■ 1-to-1 downside exposure to decreases in the Index, with up to 100% of your principal at risk

• ■ All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes

• ■ No periodic interest payments

• ■ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See "Structuring the Notes"

• ■ Limited secondary market liquidity, with no exchange listing

The notes are being issued by BofA Finance LLC ("BofA Finance") and are fully and unconditionally guaranteed by Bank of America Corporation ("BAC"). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See "Risk Factors" beginning on page TS-7 of this term sheet, page PS-7 of product supplement EQUITY INDICES SUN-1, page S-4 of the accompanying Series A MTN prospectus supplement and page 7 of the accompanying prospectus.

The initial estimated value of the notes as of the pricing date is expected to be between $9.39 and $9.80 per unit, which is less than the public offering price listed below. See "Summary" on the following page, "Risk Factors" beginning on page TS-7 of this term sheet and "Structuring the Notes" on page TS-13 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.

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Per Unit	Total
Public offering price(1)	$10.00	$
Underwriting discount(1)	$0.20	$
Proceeds, before expenses, to BofA Finance	$9.80	$

(1)

For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See "Supplement to the Plan of Distribution; Conflicts of Interest" below.

The notes and the related guarantee:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Merrill Lynch & Co.

January

, 2019

Summary

The Market-Linked Step Up Notes Linked to the EURO STOXX 50® Index, due January , 2021 (the "notes") are our senior unsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insured by the Federal Deposit

Insurance Corporation or secured by collateral. The notes will rank equally with all of BofA Finance's other unsecured and unsubordinated debt, and the related guarantee will rank equally with all of BAC's other unsecured and unsubordinated obligations. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor. The notes provide you with a Step Up

Payment if the Ending Value of the Market Measure, which is the EURO STOXX 50® Index (the "Index"), is equal to or greater than its Starting Value, but is not greater than the Step Up Value. If the Ending Value is greater than the Step Up Value, you will participate on a 1-for-1 basis in the increase in the level of the Index above the 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. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our and

BAC's credit risk. See "Terms of the Notes" below.

The economic terms of the notes (including the Step Up Payment) are based on BAC's internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC's internal funding rate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.

On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This initial estimated value range was determined based on our, BAC's and our other affiliates' pricing models, which take into consideration BAC's internal funding rate and the market prices for the hedging arrangements related to the notes. The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheet made available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see "Structuring the Notes" on page TS-13.

Terms of the Notes

Redemption Amount Determination

Issuer:

BofA Finance LLC ("BofA Finance")

On the maturity date, you will receive a cash payment per unit determined as follows:

Guarantor: Principal Amount: Term:

Bank of America Corporation ("BAC") $10.00 per unit

Approximately two years

Market Measure:

The EURO STOXX 50® Index (Bloomberg symbol: "SX5E"), a price return index

Starting Value:

The closing level of the Market Measure on the pricing date

Ending Value:

The closing level of the Market Measure on the calculation day. The scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-21 of product supplement EQUITY INDICES SUN-1.

Step Up Value:

[130% to 136%] of the Starting Value. The actual Step Up Value will be determined on the pricing date.

Step Up Payment: [$3.00 to $3.60] per unit, which represents a return of

[30% to 36%] over the principal amount. The actual Step Up Payment will be determined on the pricing date.

Threshold Value: Calculation Day:

100% of the Starting Value.

Approximately the fifth scheduled Market Measure Business Day immediately preceding the maturity date.

Fees and Charges: The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in "Structuring the Notes" on page TS-13.

Calculation Agent: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), an affiliate of BofA Finance.

Market-Linked Step Up Notes

TS-2

The terms and risks of the notes are contained in this term sheet and in the following:

■ Product supplement EQUITY INDICES SUN-1 dated November 28, 2016:https://www.sec.gov/Archives/edgar/data/70858/000119312516778291/d301449d424b5.htm

■ Series A MTN prospectus supplement dated November 4, 2016 and prospectus dated November 4, 2016:https://www.sec.gov/Archives/edgar/data/70858/000119312516760144/d266649d424b3.htm

These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us, BAC and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES SUN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us," "our," or similar references are to BofA Finance, and not to BAC.

Investor Considerations

You may wish to consider an investment in the notes if:

• ■ You anticipate that the Index will not decrease from the Starting Value to the Ending Value.

• ■ You are willing to risk a loss of principal and return if the Index decreases from the Starting Value to the Ending Value.

• ■ You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.

• ■ You are willing to forgo dividends or other benefits of owning the stocks included in the Index.

• ■ You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC's actual and perceived creditworthiness, BAC's internal funding rate and fees and charges on the notes.

• ■ You are willing to assume our credit risk, as issuer of the notes, and BAC's credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.

The notes may not be an appropriate investment for you if:

• ■ You believe that the Index will decrease from the Starting Value to the Ending Value.

• ■ You seek principal repayment or preservation of capital.

• ■ You seek interest payments or other current income on your investment.

• ■ You want to receive dividends or other distributions paid on the stocks included in the Index.

• ■ You seek an investment for which there will be a liquid secondary market.

• ■ You are unwilling or are unable to take market risk on the notes, to take our credit risk as issuer of the notes, or to take BAC's credit risk, as guarantor of the notes.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Market-Linked Step Up Notes

TS-3

Hypothetical Payout Profile and Examples of Payments at Maturity

The graph below is based on hypothetical numbers and values.

Market-Linked Step Up Notes

This graph reflects the returns on the notes, based on a Threshold Value of 100% of the Starting Value, a Step Up Payment of $3.30 per unit (the midpoint of the Step Up Payment range of [$3.00 to $3.60]) and a Step Up Value of 133% of the Starting Value (the midpoint of the Step Up Value range of [130% to 136%]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index, excluding dividends.

This graph has been prepared for purposes of illustration only.

The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100, a Threshold Value of 100, a Step Up Value of 133, a Step Up Payment of $3.30 per unit and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will depend on the actual Starting Value, Threshold Value, Ending Value, Step Up Value, Step Up Payment, and whether you hold the notes to maturity. The following examples do not take into account any tax consequences from investing in the notes.

For recent actual levels of the Market Measure, see "The Index" section below. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer and guarantor credit risk.

Percentage Change from the Starting

Ending Value	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)(2)	0.00%	$13.30(3)	13.30%
102.00	2.00%	$13.30	13.30%
105.00	5.00%	$13.30	13.30%
110.00	10.00%	$13.30	13.30%
120.00	20.00%	$13.30	13.30%
130.00	30.00%	$13.30	13.30%
132.00	32.00%	$13.30	13.30%
133.30(4)	33.30%	$13.30	13.30%
140.00	40.00%	$14.00	40.00%
150.00	50.00%	$15.00	50.00%
160.00	60.00%	$16.00	60.00%

• (1) The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure.

• (2) This is the hypothetical Threshold Value.

• (3) This amount represents the sum of the principal amount and the hypothetical Step Up Payment of $3.30.

Market-Linked Step Up Notes

TS-4

(4)This is the hypothetical Step Up Value.

Market-Linked Step Up Notes

TS-5