Tender Offer

October 17, 2013

Bank of America Announces Cash Tender Offers for Certain Senior Notes Maturing in 2014 for up to US$4.0 Billion

CHARLOTTE - Bank of America Corporation and its wholly-owned subsidiary BAC Canada Finance Company (together, the "Offerors") today announced the commencement of offers to purchase for cash (the "Offers") certain of their respective senior notes that have maturities in 2014 and are listed in the table below (collectively, the "Notes") for aggregate cash consideration of up to US$4.0 billion or its equivalent in the currencies in which certain of the Notes are denominated (the "Maximum Tender Consideration").

The following table lists the various series of Notes that are subject to the Offers and describes certain terms of the Offers:

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1 Total Consideration is expressed per 1,000 USD, EUR, CHF or CAD, as applicable. The Total Consideration includes the Early Tender Payment described below.

2 The Floating Rate Senior Notes due February 21, 2014 are obligations of BAC Canada Finance Company; all other issues of Notes are obligations of Bank of America Corporation.

3 Originally issued by Merrill Lynch & Co., Inc.

Notes must be validly tendered prior to 5:00 p.m., New York City time, on October 30, 2013, unless extended (the "Early Tender Deadline"), in order to be eligible to receive the "Total Consideration" listed in the table above, which includes the "Early Tender Payment" of 30.00 in USD, EUR, CHF or CAD, as applicable, per 1,000 principal amount in USD, EUR, CHF or CAD, as applicable. The Offers will expire at 11:59 p.m., New York City time, on November 14, 2013, unless extended (the "Expiration Date").

Notes that are tendered after the Early Tender Deadline and prior to the Expiration Date will only be eligible to receive the "Tender Offer Consideration" listed in the table above, which is equal to the applicable Total Consideration less the Early Tender Payment. Tendered Notes may be withdrawn until 5:00 p.m., New York City time, on October 30, 2013, unless extended (the "Withdrawal Deadline").

In no event will the Offerors be obligated to purchase Notes with an aggregate purchase price exceeding the Maximum Tender Consideration. Accordingly, if the aggregate purchase price payable for validly tendered Notes exceeds the Maximum Tender Consideration, tenders of Notes will be accepted for purchase based on the acceptance priority levels specified in the table above (the "Acceptance Priority Levels") and may be subject to proration. The Offerors reserve the right to increase the Maximum Tender Consideration without extending the Withdrawal Deadline.

The Offerors will accept validly tendered Notes in accordance with their respective Acceptance Priority Levels (in numerical priority order, with the highest priority being designated 1 and the lowest priority being designated 16). All validly tendered Notes of a series having a higher Acceptance Priority Level will be accepted for purchase, subject to the Maximum Tender Consideration, before any validly tendered Notes of a series having a lower Acceptance Priority Level are accepted for purchase. If there are sufficient remaining funds to purchase some, but not all, of a particular series of Notes based on the applicable Acceptance Priority Level, then tenders of that particular series will be accepted on a pro rata basis according to the aggregate principal amount of that series that was validly tendered, and no tenders of Notes with a lower Acceptance Priority Level will be accepted. However, all Notes tendered prior to the Early Tender Deadline will be accepted in priority to any Notes tendered after the Early Tender Deadline (regardless of their Acceptance Priority Level).

The settlement date for all Notes that are tendered prior to the Early Tender Deadline, and that are accepted for purchase, will occur within three business days after the Early Tender Deadline and is expected to be November 4, 2013. The settlement date for any Notes that are tendered after the Early Tender Deadline but prior to the Expiration Date, and that are accepted for purchase, will occur within three business days after the Expiration Date and is expected to be November 19, 2013.

Payment for Notes of any series that is accepted for purchase will be made in the same currency in which such series of Notes is denominated. Holders of Notes accepted for purchase will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but not including, the applicable settlement date.

The following series of Notes are listed on the London Stock Exchange: Floating Rate Senior Notes due February 5, 2014 (ISIN XS0285100391); 5.125% Senior Notes due September 26, 2014 (ISIN XS0323119973); Floating Rate Senior Notes due January 31, 2014 (ISIN XS0284282356); 4.450% Senior Notes due January 31, 2014 (ISIN XS0284283081); Floating Rate Senior Notes due May 30, 2014 (ISIN XS0302633598); and 4.875% Senior Notes due May 30, 2014 (ISIN XS0302633168). The following series of Notes are listed on the Luxembourg Stock Exchange: 4.625% Senior Notes due February 18, 2014 (ISIN XS0186317417); 5.375% Senior Notes due June 15, 2014 (CUSIP No./ISIN 060505BM5/ US060505BM56); and 5.125% Senior Notes due November 15, 2014 (CUSIP No./ISIN 060505AU8/US060505AU81). The 3.250% Senior Notes due December 10, 2014 (ISIN CH0018606365) are listed on the SIX Swiss Exchange. The remaining series of Notes are not listed on any securities exchange or regulated market.

The complete terms and conditions of the Offers are described in the Offer to Purchase, dated October 17, 2013 (the "Offer to Purchase"), and the related Letters of Transmittal (the "Letters of Transmittal"). The Offers are not conditioned upon any minimum principal amount of Notes being tendered.

D.F. King & Co., Inc. is acting as tender agent and information agent for the Offers. Requests for documents and questions regarding procedures for submission of tenders should be directed to D.F. King & Co., Inc. at 800.549.6746 (U.S. toll-free), 212.269.5550 (international) or [email protected]. You may also obtain these documents without charge by accessing http://www.dfking.com/bofa. Other questions regarding the Offers may be directed to BofA Merrill Lynch, the dealer manager for the Offers, at 888.292.0070 (U.S. toll-free) or 980.388.3646 (international).

This announcement shall not constitute a solicitation to buy or an offer to purchase any securities. The Offers are being made only pursuant to the Offer to Purchase and the related applicable Letter of Transmittal. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. None of the Offerors, the dealer manager, the tender agent or the information agent is making any recommendation as to whether holders should tender their Notes in the Offers.

Offer Restrictions. The making of the Offers and the distribution of this announcement and/or the Offer to Purchase and related documents or materials in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Offer to Purchase or any related documents or materials come are required by the Offerors, the dealer manager and the tender agent to inform themselves about, and to observe, any such restrictions.

Australia. No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia (the "Corporations Act")) in relation to the Offers has been or will be lodged with the Australian Securities & Investments Commission ("ASIC") and the Offer to Purchase does not comply with Part 6D.2 or Part 7.9 of the Corporations Act. In addition, (a) no offers or applications will be made or invited (directly or indirectly) for the purchase or solicitation of tenders of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and (b) this announcement, the Offer to Purchase or any other offering material or advertisement relating to any Notes has not been, and will not be, distributed or published in Australia, unless (i) the aggregate consideration payable by the applicable Offeror is at least A$500,000 (or its equivalent in other currencies, disregarding amounts lent by the applicable Offeror, the Dealer Manager or any of their associates) or the offer or invitation otherwise does not require disclosure in accordance with Part 6D.2 or Part 7.9 of the Corporations Act; (ii) such action complies with all applicable laws, directives, and regulations in Australia; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer and invitation is only directed at wholesale clients as defined in Section 761G of the Corporations Act or is otherwise made only in circumstances specified in regulation 7.9.97 of the Corporation Regulations 2001 (Cth) of Australia.

Belgium. None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be notified to or submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten/Autorité des services et marchés financiers), and the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Law of April 1, 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Offers may not be advertised and will not be extended, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France. The Offers are not being made, directly or indirectly, to the public in France.  None of this announcement, the Offer to Purchase or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, acting on their own account, all as defined in, and in accordance with, Articles L.411-2 and D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Hong Kong. The Offers are not being made in the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong") by means of any document or in respect of any Notes other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO, or (b) in other circumstances which do not result in any document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the "CO") or which do not constitute an offer to the public within the meaning of the CO.  Accordingly, none of this announcement, the Offer to Purchase or any advertisement, invitation or other document relating to the Notes or the Offers has been or shall be issued, and is not and shall not be in any person's possession for purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Notes which are held by persons outside Hong Kong or by "professional investors" as defined in the SFO and any rules made under the SFO.

Italy. None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) and/or the Bank of Italy pursuant to Italian laws and regulations. Accordingly, holders of Notes are notified that, to the extent holders are located or resident in Italy, the Offers are not available to them, they may not tender Notes pursuant to the Offers and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers or the Notes may be distributed or made available in Italy, in each case except (i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, first paragraph, letter b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No. 11971"), or (ii) in other circumstances which are exempted pursuant to Article 35-bis of the Regulation No. 11971. Any offer or distribution of documents or materials relating to the Offers in Italy under (i) or (ii) above must be (a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended; and (b) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other Italian authorities.

The People's Republic of China. The Offers are not being made, directly or indirectly to the public in the People's Republic of China (the "PRC") or being offered or sold or delivered to any person within the PRC other than in full compliance with the relevant laws and regulations of the PRC, including but not limited to the PRC Securities Law, the PRC Company Law and/or the Provisional Administrative Measures on Derivatives Business of Banking Financial Institutions (as amended from time to time). None of this announcement, the Offer to Purchase or any material or information relating to the Offers has been or will be submitted to or approved or verified by or registered with the China Securities Regulatory Commission or other relevant governmental authorities in the PRC, and the Offer to Purchase or any material or information relating to the Offers may not be supplied to the public in the PRC or used in connection with any offer for the subscription, purchase or sale of the securities other than in compliance with the aforesaid in the PRC. In particular, no action has been taken which would permit the Offer to Purchase to be distributed or the Offers made in the PRC. PRC investors are responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registrations themselves (including, but not limited to, any which may be required from the China Securities Regulatory Commission and the State Administration of Foreign Exchange) and complying with all relevant PRC regulations, including, but not limited to, all relevant foreign exchange regulations and/or foreign investment regulations.

Singapore. None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offers do not constitute a public tender offer for the purchase of Notes or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offers are not being made, and this announcement, the Offer to Purchase and any other documents or materials relating to the Offers, are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Spain. The Notes are not admitted to trading in any regulated market in Spain. For the purposes of the Spanish law, neither Offer is considered as (i) a public offering of securities (as defined in Article 30 bis of Ley 24/1988, de 28 de julio, del Mercado de Valores, as amended and restated (the "Spanish Securities Markets Law")); or (ii) a voluntary takeover bid (as defined in Article 60 et seq. of Spanish Securities Markets Law and Royal Decree 1066/2007, regarding the public offering to purchase instruments). Consequently, none of the announcement, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be verified or registered in the administrative registries of the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or "CNMV"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in Spain. The communication of such documents and/or materials is only being made to those persons in Spain falling within the definition of "qualified investors" as defined in article 39 of Royal Decree 1310/2005, regarding public offerings (Real Decreto 1310/2005, de 4 de noviembre, sobre Ofertas Públicas de Venta o Suscripción), as amended and restated. 

United Kingdom. This announcement, the Offer to Purchase and any other documents or materials relating to the Offers may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, this announcement and the Offer to Purchase are only for circulation to persons inside the United Kingdom who fall within one of the following categories: (i) any person who is a holder of any of the Notes; or (ii) any other person also falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") or falling within the definition of investment professionals (as defined in Article 19(5)) of the Financial Promotion Order; or (iii) any person to whom the communication may otherwise lawfully be made. This announcement, the Offer to Purchase and any other documents or materials relating to the Offers are only available in the United Kingdom to such persons and the transactions contemplated in the Offer to Purchase will be available only to, and may be engaged in only with, such persons, and such financial promotion must not be relied or acted upon by persons in the United Kingdom unless they fall under the above categories.

Forward-Looking Statements

Certain statements in this announcement represent the current expectations, plans or forecasts of Bank of America and are forward-looking. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like "expects," "anticipates," "believes," "estimates," "targets," "intends," "plans," "predict," "goal" and other similar expressions or future or conditional verbs such as "will," "may," "might," "should," "would" and "could." Forward-looking statements speak only as of the date they are made, and Bank of America undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and are often beyond Bank of America's control. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. "Risk Factors" of Bank of America's Annual Report on Form 10-K for the year ended December 31, 2012 and in any of Bank of America's other subsequent Securities and Exchange Commission filings.