Proposed

Maximum

Offering

Price Per

Share

Maximum

Aggregate

Offering Price

Fees to be Paid

Debt

Bank of America Corporation Debt Securities

Rule 457(o)

(1)(2)(3)

(1)(2)(3)

(1)(2)(3)

0.0001102

(1)(2)(3)(5)

Fees to be Paid

Debt

BofA Finance LLC Debt Securities

Rule 457(o)

(1)(2)(3)

(1)(2)(3)

(1)(2)(3)

0.0001102

(1)(2)(3)(5)

Fees to be Paid

Other

Bank of America Corporation Guarantee of BofA Finance LLC Debt Securities

Rule 457(o)

(1)(2)(3)(4)

(1)(2)(3)(4)

(1)(2)(3)

0.0001102

(1)(2)(3)(4)(5)

Fees to be Paid

Unallocated (Universal) Shelf

Rule 457(o)

(1)(2)(3)(4)

(1)(2)(3)(4)

$55,891,689,880 (1)(2)(3)

0.0001102

$6,159,264.22(1)(2)(3)(4)(5)

Fees Previously Paid

Unallocated (Universal) Shelf

Rule 457(o)

(1)(2)(3)(4)

(1)(2)(3)(4)

$1,000,000(1)(2)(3)

$110.20(1)(2)(3)(4)(5)

Carry Forward Securities

Debt

BofA Finance LLC Debt Securities

415(a)(6)

(2)

S-3

333-234425

December 31, 2019

(2)

Carry Forward Securities

Other

Bank of America Corporation Guarantee of BofA Finance LLC Debt Securities

415(a)(6)

(2)

S-3

333-234425

December 31, 2019

(2)

Carry Forward Securities

Unallocated (Universal) Shelf

415(a)(6)

(2)

$9,107,310,120(2)

S-3

333-234425

December 31, 2019

$1,055,537.24(2)

$65,000,000,000(1)(2)(3)

$6,159,374.42

$110.20

—

$6,159,264.22(2)

The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to the securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. There is registered hereunder such amount of securities as will have an aggregate maximum offering price not to exceed $65,000,000,000 (or the equivalent thereof in any other currency).

Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes $9,107,310,120 in aggregate offering price of unsold securities of BofA Finance LLC (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-234425), which became effective on December 31, 2019 (the “Prior Registration Statement”). A registration fee of $1,055,537.24 was previously calculated pursuant to Rule 457(o) and paid in respect of the Unsold Securities that will continue to be applied to the Unsold Securities pursuant to Rule 415(a)(6). Also pursuant to Rule 415(a)(6), the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. In connection with the $55,892,689,880 maximum aggregate offering price of new securities being registered hereunder, a registration fee of $6,159,374.42 is payable. A registration fee of $110.20 was previously paid in connection with the initial filing of this Registration Statement on December 8, 2022 with respect to $1,000,000 in maximum aggregate offering price of such new securities. The remaining $6,159,264.22 in registration fees is being paid herewith.

This Registration Statement also includes an indeterminate amount of the registered securities that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrants. These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an indeterminate amount of debt securities of BofA Finance LLC and related guarantees of Bank of America Corporation that were initially registered, and were initially offered and sold, under registration statements previously filed by the Registrants. All such market-making transactions with respect to these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement.

Pursuant to Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees of Bank of America Corporation being registered.

In addition, pursuant to Rule 457(q) under the Securities Act, no registration fee is required for the registration of an indeterminate amount of securities to be offered in market-making transactions by affiliates of the Registrants as described in Note (3) above.