true

BofA Finance LLC Debt Securities

(1)

The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of the securities to be registered. 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 of 1933, as amended (the “Securities Act”). There is registered hereunder such amount of securities as will have an aggregate maximum offering price not to exceed an amount to be specified by the Registrants in a

pre-effective

amendment to this Registration Statement.

(2)

The Registrants previously registered securities on Form

S-3

(File

No. 333-268718)

filed on December 8, 2022, as amended by

Pre-Effective

Amendment No. 1 filed on December 28, 2022, which became effective on December 30, 2022 (the “Prior Registration Statement”), for which the Registrants paid a registration fee, some of which securities remain unsold. Prior to the effectiveness of this Registration Statement, the Registrants will specify in a

pre-effective

amendment to this Registration Statement the amount of unsold securities covered by the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities, as well as the amount of any new securities to be registered, in addition to the securities registered in this filing, and the related fee. 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.

(3)

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 such securities that were initially registered, and were initially offered and sold, under the 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.

(5)	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.

Offering:

true

BofA Finance LLC Warrants

(1)

The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of the securities to be registered. 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 of 1933, as amended (the “Securities Act”). There is registered hereunder such amount of securities as will have an aggregate maximum offering price not to exceed an amount to be specified by the Registrants in a

pre-effective

amendment to this Registration Statement.

(2)

The Registrants previously registered securities on Form

S-3

(File

No. 333-268718)

filed on December 8, 2022, as amended by

Pre-Effective

Amendment No. 1 filed on December 28, 2022, which became effective on December 30, 2022 (the “Prior Registration Statement”), for which the Registrants paid a registration fee, some of which securities remain unsold. Prior to the effectiveness of this Registration Statement, the Registrants will specify in a

pre-effective

amendment to this Registration Statement the amount of unsold securities covered by the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities, as well as the amount of any new securities to be registered, in addition to the securities registered in this filing, and the related fee. 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.

(3)

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 such securities that were initially registered, and were initially offered and sold, under the 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.

(5)	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.

Offering:

true

Bank of America Corporation Guarantee of BofA Finance LLC Debt Securities

(1)

The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of the securities to be registered. 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 of 1933, as amended (the “Securities Act”). There is registered hereunder such amount of securities as will have an aggregate maximum offering price not to exceed an amount to be specified by the Registrants in a

pre-effective

amendment to this Registration Statement.

(2)

The Registrants previously registered securities on Form

S-3

(File

No. 333-268718)

filed on December 8, 2022, as amended by

Pre-Effective

Amendment No. 1 filed on December 28, 2022, which became effective on December 30, 2022 (the “Prior Registration Statement”), for which the Registrants paid a registration fee, some of which securities remain unsold. Prior to the effectiveness of this Registration Statement, the Registrants will specify in a

pre-effective

amendment to this Registration Statement the amount of unsold securities covered by the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities, as well as the amount of any new securities to be registered, in addition to the securities registered in this filing, and the related fee. 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.

(3)

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 such securities that were initially registered, and were initially offered and sold, under the 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.

(4)	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.

(5)	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.

Offering:

true

Bank of America Corporation Guarantee of BofA Finance LLC Warrants

(1)

The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of the securities to be registered. 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 of 1933, as amended (the “Securities Act”). There is registered hereunder such amount of securities as will have an aggregate maximum offering price not to exceed an amount to be specified by the Registrants in a

pre-effective

amendment to this Registration Statement.

(2)

The Registrants previously registered securities on Form

S-3

(File

No. 333-268718)

filed on December 8, 2022, as amended by

Pre-Effective

Amendment No. 1 filed on December 28, 2022, which became effective on December 30, 2022 (the “Prior Registration Statement”), for which the Registrants paid a registration fee, some of which securities remain unsold. Prior to the effectiveness of this Registration Statement, the Registrants will specify in a

pre-effective

amendment to this Registration Statement the amount of unsold securities covered by the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities, as well as the amount of any new securities to be registered, in addition to the securities registered in this filing, and the related fee. 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.

(3)

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 such securities that were initially registered, and were initially offered and sold, under the 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.

(4)	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.

(5)	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.

Offering:

Maximum Aggregate Offering Price

true

$ 1,000,000

Amount of Registration Fee

$ 138.1

Rule 415(a)(6)

true

Carry Forward File Number

BofA Finance LLC Debt Securities

333-268718