MER.PRP / Merrill Lynch Capital Trust III - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BANKAMERICA CORPORATION

EX-4.1 Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANKAMERICA CORPORATION BankAmerica Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that (i) the Certificate of Incorporation of the Corporation was originally filed on July 31, 1998, (ii) the Corporation was originally incorporated under the name

Assumptions Underlying Our Opinion

EX-5.5 McGuireWoods LLP 201 North Tryon Street Charlotte, NC 28202 Phone: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com Exhibit 5.5 February 24, 2015 Bank of America Corporation Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 Ladies and Gentlemen: We have acted as counsel to Bank of America Corporation, a Delaware corporation (the “Company”), in connec

POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Bank of America Corporation (the “Company”), whose signatures appear below, hereby makes, constitutes and appoints Gary G. Lynch and Ross E. Jeffries, Jr., and each of them acting individually, his or her true and lawful attorneys with power to act without any other and

MER.PRP / Merrill Lynch Capital Trust III POSASR - - POSASR

POSASR Table of Contents As Filed with the Securities and Exchange Commission on February 24, 2015 Registration No.

MERRILL LYNCH PREFERRED FUNDING IV, L.P. AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

MERRILL LYNCH PREFERRED FUNDING IV, L.P. AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP THIS AMENDMENT (“Amendment”) to the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), of MERRILL LYNCH PREFERRED FUNDING IV, L.P., a Delaware limited partnership (the “Partnership”), dated as of June 19, 1998, is made and entered into as of March 7, 2014 by

Current Report

As filed with the Securities and Exchange Commission on March 7, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

EX-99

EXHIBIT 99 The following information is set forth under “Part I, Item IA. Risk Factors” of the Bank of America Corporation Annual Report on Form 10-K for the year ended December 31, 2012 (the “Bank of America 2012 Form 10-K”). The following information includes cross-references to sections and page numbers in the Bank of America 2012 Form 10-K and to Notes to the Consolidated Financial Statements

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 1-7182-08 MERRILL LYN

BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Issuer Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTE

EX-4.223 Exhibit 4.223 EXECUTION VERSION BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Issuer Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretation 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Inde

BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding V, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SECTI

EX-4.222 Exhibit 4.222 EXECUTION VERSION BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding V, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SECTION 2.1. Guarantee 3 SECTION 2.2. Waiver of Notice and Demand 3 SECTION 2.3. Obligations Not Affected 3 SECTIO

BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding IV, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SECT

EX-4.221 Exhibit 4.221 EXECUTION VERSION BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding IV, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SECTION 2.1. Guarantee 3 SECTION 2.2. Waiver of Notice and Demand 3 SECTION 2.3. Obligations Not Affected 3 SECTI

BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding III, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SEC

Exhibit 4.220 EXECUTION VERSION BANK OF AMERICA CORPORATION PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Funding III, L.P. Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Definitions 2 ARTICLE II GUARANTEE SECTION 2.1. Guarantee 3 SECTION 2.2. Waiver of Notice and Demand 3 SECTION 2.3. Obligations Not Affected 3 SECTION 2.4.

BANK OF AMERICA CORPORATION FOURTH SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Junior Subordinated Indenture, Dated as of December 14, 2006, MERRILL LYNCH & CO., INC. THE BANK OF NEW YORK MELLON (formerly known as The Bank

EX-4.209 Exhibit 4.209 EXECUTION VERSION BANK OF AMERICA CORPORATION FOURTH SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Junior Subordinated Indenture, Dated as of December 14, 2006, of MERRILL LYNCH & CO., INC. to THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee, as Amended and Supplemented FOURTH SUPPLEMENTAL INDENTURE THIS FOURTH SUPPLE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.78 Exhibit 25.78 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.77 Exhibit 25.77 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.62 Exhibit 25.62 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP MERRILL LYNCH PREFERRED FUNDING V, L.P.

EX-4.215 Exhibit 4.215 STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MERRILL LYNCH PREFERRED FUNDING V, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of Merrill Lynch Preferred Funding V, L.P. (the “Partnership”), as filed with the Secretary of State of the State of Delaware on January 8, 1998 (the “Certificate of Limited Partnership”), p

FIRST AMENDMENT TO GUARANTEE AGREEMENT

EX-4.235 Exhibit 4.235 EXECUTION VERSION FIRST AMENDMENT TO GUARANTEE AGREEMENT THIS FIRST AMENDMENT TO GUARANTEE AGREEMENT (this “First Amendment”), dated as of September 30, 2013, by and among BANK OF AMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “New Guarantor”), MERRILL LYNCH & CO., INC., a Delaware corporation (“ML&Co.”), and THE BANK O

FIRST AMENDMENT TO GUARANTEE AGREEMENT

EX-4.240 Exhibit 4.240 EXECUTION VERSION FIRST AMENDMENT TO GUARANTEE AGREEMENT THIS FIRST AMENDMENT TO GUARANTEE AGREEMENT (this “First Amendment”), dated as of September 30, 2013, by and among BANK OF AMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “New Guarantor”), MERRILL LYNCH & CO., INC., a Delaware corporation (“ML&Co.”), and THE BANK O

BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Obligor Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INT

EX-4.224 Exhibit 4.224 EXECUTION VERSION BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Obligor Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretation 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.74 Exhibit 25.74 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.70 Exhibit 25.70 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.65 Exhibit 25.65 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.64 Exhibit 25.64 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust IV Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretat

EX-4.218 Exhibit 4.218 EXECUTION VERSION BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust IV Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretations 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application 6 Section 2.2 Lists of Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.68 Exhibit 25.68 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.63 Exhibit 25.63 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.7 Exhibit 23.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Post Effective Amendment No.1 to the Bank of America Corporation Registration Statement on Form S-3 (Registration No. 333-180488) of our reports dated March 18, 2013 relating to the financial statements, which appear in the Annual Report on Form 10-K of Merrill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.75 Exhibit 25.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP MERRILL LYNCH PREFERRED FUNDING III, L.P.

EX-4.213 Exhibit 4.213 STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MERRILL LYNCH PREFERRED FUNDING III, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of Merrill Lynch Preferred Funding III, L.P. (the “Partnership”), as filed with the Secretary of State of the State of Delaware on December 19, 1997 (the “Certificate of Limited Partnershi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.79 Exhibit 25.79 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.76 Exhibit 25.76 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust V Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretati

EX-4.219 Exhibit 4.219 EXECUTION VERSION BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust V Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretations 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application 6 Section 2.2 Lists of Hold

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3ASR

Post-Effective Amendment No. 1 to Form S-3ASR Table of Contents As Filed with the Securities and Exchange Commission on October 1, 2013 Registration No. 333-180488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bank of America Corporation Delaware 56-0906609 (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.73 Exhibit 25.73 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP MERRILL LYNCH PREFERRED FUNDING IV, L.P.

Exhibit 4.214 STATE OF DELAWARE AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MERRILL LYNCH PREFERRED FUNDING IV, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of Merrill Lynch Preferred Funding IV, L.P. (the “Partnership”), as filed with the Secretary of State of the State of Delaware on December 19, 1997 (the “Certificate of Limited Partnership”), pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.66 Exhibit 25.66 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and/or directors of Bank of America Corporation (the “Company”) does hereby make, constitute and appoint Ross E. Jeffries, Jr., Gary G. Lynch and Lauren A. Mogensen, and each of them (so long as each such individual is an employee of the Company or an affiliate of the Company) acting individually,

[Letterhead of Richards, Layton & Finger, P.A.]

EX-5.4 Exhibit 5.4 [Letterhead of Richards, Layton & Finger, P.A.] October 1, 2013 The Trusts Listed On Schedule I Attached Hereto The Partnerships Listed On Schedule II Attached Hereto c/o Bank of America Corporation Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 Re: The Trusts Listed On Schedule I Attached Hereto and The Partnerships Listed On Schedule II

BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust III Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpreta

Exhibit 4.217 EXECUTION VERSION BANK OF AMERICA CORPORATION TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Merrill Lynch Preferred Capital Trust III Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretations 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application 6 Section 2.2 Lists of Holders of

BANK OF AMERICA CORPORATION SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of December 17, 1996, MERRILL LYNCH & CO., INC. THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Su

EX-4.204 Exhibit 4.204 EXECUTION VERSION BANK OF AMERICA CORPORATION SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of December 17, 1996, between MERRILL LYNCH & CO., INC. and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Successor Trustee, as Amended and Supplemented SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENT

FIRST AMENDMENT TO GUARANTEE AGREEMENT

Exhibit 4.230 EXECUTION VERSION FIRST AMENDMENT TO GUARANTEE AGREEMENT THIS FIRST AMENDMENT TO GUARANTEE AGREEMENT (this “First Amendment”), dated as of September 30, 2013, by and among BANK OF AMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “New Guarantor”), MERRILL LYNCH & CO., INC., a Delaware corporation (“ML&Co.”), and THE BANK OF NEW YOR

BANK OF AMERICA CORPORATION SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of October 1, 1993, MERRILL LYNCH & CO., INC. THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Succ

Exhibit 4.201 EXECUTION VERSION BANK OF AMERICA CORPORATION SECOND SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of October 1, 1993, of MERRILL LYNCH & CO., INC. to THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Successor Trustee, as Amended and Supplemented SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE, dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.67 Exhibit 25.67 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.80 Exhibit 25.80 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

[LETTERHEAD OF MCGUIREWOODS LLP]

EX-5.3 Exhibit 5.3 [LETTERHEAD OF MCGUIREWOODS LLP] October 1, 2013 Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, North Carolina 28255 Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-180488) Ladies and Gentlemen: We have acted as special counsel to Bank of America Corporation, a Delaware corporation (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.72 Exhibit 25.72 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

BANK OF AMERICA CORPORATION TWENTIETH SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of April 1, 1983 and Restated as of April 1, 1987, MERRILL LYNCH & CO., INC. THE BANK OF NEW YORK MELLON (formerly known

EX-4.198 Exhibit 4.198 EXECUTION VERSION BANK OF AMERICA CORPORATION TWENTIETH SUPPLEMENTAL INDENTURE Dated as of September 30, 2013 Supplementing the Indenture, Dated as of April 1, 1983 and Restated as of April 1, 1987, of MERRILL LYNCH & CO., INC. to THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Successor Trustee, as Amended and Supplemented TWENTIETH SUPPLEMENTAL IND

BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Obligor Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INT

EX-4.225 Exhibit 4.225 EXECUTION VERSION BANK OF AMERICA CORPORATION AFFILIATE DEBENTURE GUARANTEE AGREEMENT Bank of America Corporation, as New Guarantor Merrill Lynch International Incorporated, as Obligor Dated as of September 30, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 Definitions and Interpretation 2 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Ind

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.71 Exhibit 25.71 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.69 35 d601845dex2569.htm EX-25.69 Exhibit 25.69 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specifie

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 1-7182-08 MERRILL LYNCH PR

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 1-7182-08 MERRILL LYNCH P

MERRILL LYNCH PREFERRED CAPITAL TRUST IV

Exhibit 99.1 MERRILL LYNCH PREFERRED CAPITAL TRUST IV Merrill Lynch Preferred Capital Trust IV (the “Trust”) is a statutory business trust formed under the Delaware Business Trust Act, as amended (the “Trust Act”), pursuant to a declaration of trust and the filing of a certificate of trust with the Secretary of State of the State of Delaware on December 19, 1997; such declaration will be amended a

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MERRILL LYNCH PREFERRED CAPITAL TRUST IV (Exact nam

1

Exhibit 99.2 The following information is set forth under “Item 1A. Risk Factors” of the Merrill Lynch & Co., Inc. Annual Report on Form 10-K for the year ended December 31, 2012. When used below, “ML & Co.” refers to Merrill Lynch & Co., Inc. and “Merrill Lynch” refers to ML & Co. together with its subsidiaries, “Bank of America” refers to Bank of America Corporation, the “SEC” refers to the Secu

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 1-7182-08 MERRILL LYN

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO.: 1-7182-08 MERRILL LYNCH PR

Quarterly Report - FORM 10-Q

10-Q 1 ml-3312012xtoprsiv.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMIS

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EX-12 2 ml-3312012xtoprsivxex12.htm EXHIBIT 12 EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands) FOR THE THREE MONTHS ENDED March 31, 2012 FOR THE THREE MONTHS ENDED March 31, 2011 MERRILL LYNCH PREFERRED CAPITAL TRUST IV M

MERRILL LYNCH PREFERRED CAPITAL TRUST IV

Exhibit 99.1 MERRILL LYNCH PREFERRED CAPITAL TRUST IV Merrill Lynch Preferred Capital Trust IV (the “Trust”) is a statutory business trust formed under the Delaware Business Trust Act, as amended (the “Trust Act”), pursuant to a declaration of trust and the filing of a certificate of trust with the Secretary of State of the State of Delaware on December 19, 1997; such declaration will be amended a

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MERRILL LYNCH PREFERRED CAPITAL TRUST IV (Exact nam

MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.P. COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SECURITIES DISTRIBUTIONS (UNAUDITED) (dollars in thousands)

EXHIBIT 12 MERRILL LYNCH PREFERRED CAPITAL TRUST IV MERRILL LYNCH PREFERRED FUNDING IV, L.

1

Exhibit 99.2 The following information is set forth under “Item 1A. Risk Factors” of the Merrill Lynch & Co., Inc. Annual Report on Form 10-K for the year ended December 31, 2011. When used below, “ML & Co.” refers to Merrill Lynch & Co., Inc. and “Merrill Lynch” refers to ML & Co. together with its subsidiaries, “Bank of America” refers to Bank of America Corporation, the “SEC” refers to the Secu

Merrill Lynch & Co., Inc.

Filed Pursuant to Rule 424(b)(2) Registration No. 333-179693 P R O S P E C T U S Merrill Lynch & Co., Inc. Debt Securities Merrill Lynch Preferred Funding III, L.P. Merrill Lynch Preferred Funding IV, L.P. Merrill Lynch Preferred Funding V, L.P. Merrill Lynch Preferred Capital Trust III Merrill Lynch Preferred Capital Trust IV Merrill Lynch Preferred Capital Trust V Merrill Lynch Capital Trust I M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar of ML Pref Cap Trust V Exhibit 25(g) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Cap Trust I Exhibit 25(n) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Preferred Capital Trust III Exhibit 5(b) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Capital Trust III c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Capital Trust III Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lync

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt under the Trust Ind Bank NYM as guar w resp to Debent Guar Agmt Exhibit 25(q) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Cap Trust III Exhibit 25(p) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T1 Stmt of Elg Trust Ind Act 1939 Bank of NYM w/ resp to the 1993 Sr. Ind Exhibit 25(b) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK ME

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent PWHC LLP w/ resp to ML Pref Fund V LP & ML Pref Cap Trust V Exhibit 23(n) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 28, 2011 relating to the financial statements of Merrill Lynch Preferred Capital Trust V and Merrill Lynch Preferred Funding V, L.

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Capital Trust III Exhibit 5(j) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Capital Trust III c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Capital Trust III Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co., Inc., a Delaware corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Pref Cap Trust V Exhibit 25(m) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T1 Stmt of Elg Trust Ind Act 1939 Bank of NYM w/ resp to the 1996 Sr. Ind Exhibit 25(c) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK ME

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent Deloitte & Touche w/ resp to ML Pref Fund IV LP & ML Pref Cap Trust IV Exhibit 23(p) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust IV and Merrill Lynch Preferred Funding IV, L.

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Capital Trust II Exhibit 5(i) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Capital Trust II c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Capital Trust II Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co., Inc., a Delaware corpora

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards Layton & Finger P.A. ML Preferred Funding IV, LP Exhibit 5(f) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Funding IV, L.P. c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Funding IV, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Preferred Capital Trust IV Exhibit 5(c) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Capital Trust IV c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Capital Trust IV Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar Agmt of ML Cap Trust II Exhibit 25(i) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar Agmt of ML Cap Trust I Exhibit 25(h) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Preferred Funding V, LP Exhibit 5(g) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Funding V, L.P. c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Funding V, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar of ML Pref Cap Trust IV Exhibit 25(f) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

POWER OF ATTORNEY

Power of Attorney. Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of Merrill Lynch & Co., Inc. (the “Corporation”) and the several undersigned Officers and Directors thereof whose signatures appear below, hereby makes, constitutes and appoints Edward P. O’Keefe, Lauren Mogensen, Craig T. Beazer and Teresa M. Brenner, and each of them acting individually, its, his and he

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Capital Trust I Exhibit 5(h) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Capital Trust I c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co., Inc., a Delaware corporatio

[Letterhead of Richards, Layton & Finger, P.A.]

Opinion of Richards, Layton & Finger P.A. ML Preferred Funding V LP Exhibit 5(d) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Capital Trust V c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Capital Trust V Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co.,

[LETTERHEAD OF MCGUIREWOODS LLP]

Opinion of McGuireWoods LLP Exhibit 5(a) [LETTERHEAD OF MCGUIREWOODS LLP] February 24, 2012 Merrill Lynch & Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Cap Trust II Exhibit 25(o) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar of ML Pref Cap Trust III Exhibit 25(e) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent Deloitte & Touche w/ resp to ML Pref Fund V LP & ML Pref Cap Trust V Exhibit 23(q) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust V and Merrill Lynch Preferred Funding V, L.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Const Deloitte & Touche w/ resp to ML Pref Fund III LP & ML Pref Cap Trust III Exhibit 23(o) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust III and Merrill Lynch Preferred Funding III, L.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of PWHC LLP w/ resp to ML Pref Fund IV LP & ML Pref Cap Trust IV Exhibit 23(m) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 28, 2011 relating to the financial statements of Merrill Lynch Preferred Capital Trust IV and Merrill Lynch Preferred Funding IV, L.

- FORM S-3

Form S-3 As filed with the Securities and Exchange Commission on February 24, 2012 Registration Statement No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of PricewaterhouseCoopers LLP with respect to Merrill Lynch & Co., Inc. Exhibit 23(k) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 23, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting of Merrill L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Pref Cap Trust IV Exhibit 25(l) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp to Trust Pref Sec Guar Agmt ML Pref Cap Trust III Exhibit 25(k) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

T-1 Stmt Bank of NYM w/ resp Amded & Restated Declar Agmt of ML Cap Trust III Exhibit 25(j) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

[Letterhead of Richards, Layton & Finger, P.A.]

Exhibit 5.(e) Exhibit 5(e) [Letterhead of Richards, Layton & Finger, P.A.] February 24, 2012 Merrill Lynch Preferred Funding III, L.P. c/o Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Re: Merrill Lynch Preferred Funding III, L.P. Ladies and Gentlemen: We have acted as special Delaware counsel for Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Frm T-1 Stmt of Elg Trust Ind Act 1939 Bank of NYM w/ res to the 2006 Jr Sub Ind Exhibit 25(d) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T1 Stmt of Elg Trust Ind Act 1939 Bank of NYM w/ resp to the 1983 Sr. Ind Exhibit 25(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK ME

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of PWHC LLP w/ resp to ML Pref Fund III LP & ML Pref Cap Trust III Exhibit 23(l) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 28, 2011 relating to the financial statements of Merrill Lynch Preferred Capital Trust III and Merrill Lynch Preferred Funding III, L.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.P Exhibit 23(p) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-158302 on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust III and Merrill Lynch Preferred Funding III, L.P. (which reports

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.R Exhibit 23(r) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-158302 on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust V and Merrill Lynch Preferred Funding V, L.P. (which reports exp

POWER OF ATTORNEY

EX-24 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of Merrill Lynch & Co., Inc. (the “Corporation”) and the several undersigned Officers and Directors thereof whose signatures appear below, hereby makes, constitutes and appoints Edward P. O’Keefe, Lauren Mogensen, Craig T. Beazer and Teresa M. Brenner, and each of them acting individually, its, his and her true and

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.N Exhibit 23(n) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-3 of our reports dated March 28, 2011 relating to the financial statements of Merrill Lynch Preferred Capital Trust V and of Merrill Lynch Preferred Funding V, L.P., which appear in Merrill Lynch Preferred

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.O Exhibit 23(o) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-158302 on Form S-3 of our report dated February 23, 2009 (March 10, 2010 as to Note 3), relating to the 2008 consolidated statements of earnings/(loss), changes in stockholders’ equity, comprehensive inc

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.Q Exhibit 23(q) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-158302 on Form S-3 of our reports dated March 25, 2009, relating to the 2008 Financial Statements of Merrill Lynch Preferred Capital Trust IV and Merrill Lynch Preferred Funding IV, L.P. (which reports e

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.K Exhibit 23(k) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-3 of our report dated February 28, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting of Merrill Lynch & Co., Inc., which appears in Merrill Lynch

- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3ASR

POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3ASR As filed with the Securities and Exchange Commission on February 10, 2012 Registration Statement No. 333-158302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MERRILL LYNCH & CO., INC. (Exact name of registrant as specified in its

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.L Exhibit 23(l) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form S-3 of our reports dated March 28, 2011 relating to the financial statements of Merrill Lynch Preferred Capital Trust III and of Merrill Lynch Preferred Funding III, L.P., which appear in Merrill Lynch Prefe

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