FINAL TERMS 29 October 2013 MERRILL LYNCH INTERNATIONAL & CO. C.V. Issue of 3,350,000 W&C Securities relating to Odontoprev S.A. under the Merrill Lynch B.V. and Merrill Lynch International & Co. C.V. Note, Warrant and Certificate Programme irrevocably guaranteed by Bank of America Corporation INVESTING IN THE W&C SECURITIES PUTS YOUR CAPITAL AT RISK. YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT. The Offering Circular referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of W&C Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC) (as amended by Directive 2010/73/EU, the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the W&C Securities. Accordingly any person making or intending to make an offer of the W&C Securities in that Relevant Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of W&C Securities in any other circumstances. The W&C Securities, the relevant Guarantee and, in certain cases, the Entitlement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws and the W&C Securities may not be offered, sold, transferred, pledged, delivered, exercised or redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, any United States Person (as defined herein) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For the purposes hereof, "United States Person" means a person which is a "U.S. person" as defined by Regulation S under the Securities Act or a "United States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended and in U.S. Treasury regulations. The purchase of W&C Securities involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the W&C Securities. Before making an investment decision, prospective purchasers of W&C Securities should ensure that they understand the nature of the W&C Securities and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in the Offering Circular (including "Risk Factors" on pages 31 to 67 thereof) and these Final Terms. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the offering circular dated 9 January 2013 (the " Offering Circular ") and the supplements to the Offering Circular listed in the Annex hereto. This document constitutes the Final Terms of the W&C Securities described herein and must be read in conjunction with the Offering Circular as supplemented. Full information on the Issuer, the Guarantor and the offer of the W&C Securities is only available on the basis of the combination of these Final Terms and the Offering Circular as supplemented. The Offering Circular and the supplements to the Offering Circular are available for viewing during normal business hours at the registered office of the Issuer and at the specified offices 1
of the Security Agents for the time being in London, Luxembourg, New York City, Frankfurt, Paris and Stockholm and copies may be obtained from 2 King Edward Street, London EC1A 1HQ. References herein to numbered Conditions are to the terms and conditions of the W&C Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as where otherwise expressly provided. Prospective investors should note that the "Terms and Conditions of the W&C Securities" set out in the Offering Circular are governed by, and construed in accordance with, English law and the relevant Guarantee is governed by, and construed in accordance with, the laws of the State of New York. No person has been authorised to give any information or make any representation not contained in or not consistent with these Final Terms, or any other information supplied in connection with the W&C Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any Dealer. By investing in the W&C Securities each investor represents that: (a) (b) (c) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the W&C Securities and as to whether the investment in the W&C Securities is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer, the Guarantor or any Dealer as investment advice or as a recommendation to invest in the W&C Securities, it being understood that information and explanations related to the terms and conditions of the W&C Securities shall not be considered to be investment advice or a recommendation to invest in the W&C Securities. No communication (written or oral) received from the Issuer, the Guarantor or any Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the W&C Securities. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms and conditions and the risks of the investment in the W&C Securities. It is also capable of assuming, and assumes, the risks of the investment in the W&C Securities. Status of Parties. None of the Issuer, the Guarantor and any Dealer is acting as fiduciary for or adviser to it in respect of the investment in the W&C Securities. These Final Terms relate to the series of W&C Securities as set out in "Specific Provisions for each Series" below. References herein to "W&C Securities" shall be deemed to be references to the relevant Certificates that are the subject of this Final Terms and references to "W&C Securities" and "W&C Security" shall be construed accordingly. 1. Issuer: Merrill Lynch International & Co. C.V. 2. Guarantor: Bank of America Corporation SPECIFIC PROVISIONS FOR EACH SERIES Series Number No. of W&C Securities issued ISIN Common Code Issue Price per W&C Security 1 3,350,000 CWN5645Y3732 098678794 USD 4.20 3. Consolidation: 4. Type of W&C Securities: 2
(a) (b) Certificates Share Linked W&C Securities 5. Trade Date: 22 October 2013 6. Strike Date: 22 October 2013 7. Issue Date: 29 October 2013 8. Exercise Date: 22 October 2014, provided that, if such day is not an Exercise Business Day, the Exercise Date shall be the immediately succeeding Exercise Business Day. 9. Settlement Date: 29 October 2014 or if such day is not a Business Day, the immediately succeeding Business Day. 10. Number of W&C Securities being issued: The number of W&C Securities being issued is set out in "Specific Provisions for each Series" above 11. Issue Price: The issue price per W&C Security is set out in "Specific Provisions for each Series" above 12. Cash Settlement Amount: The Cash Settlement Amount per W&C Security (which may never be less than zero, but which may be zero) which a Holder is entitled to receive on the Settlement Date in relation to each such W&C Security shall be an amount in the Settlement Currency determined by the Calculation Agent in accordance with the following formula: Final Price + (Fee* Average Price* EXP/365) Where: Average Price means the arithmetic average of the Share Closing Price of the Share on each Averaging Date, converted to the Settlement Currency at the Exchange Rate on each Averaging Date; EXP means the number of calendar days elapsed from and including the Trade Date to and including the Exercise Date; Fee means 4.0%; and Final Price means the Share Closing Price of the Share on the Valuation Date, converted to the Settlement Currency at the Exchange Rate on the Valuation Date. 13. Business Day Centre(s): London, Sao Paulo and New York City 14. Settlement: Cash Settled W&C Securities 15. Issuer's Option to Vary Settlement: 16. Settlement Currency: United States Dollar ( USD ) 17. Exchange Rate: The Exchange Rate for conversion of any amount into the Settlement Currency for the purposes of determining the Cash Settlement Amount or any Additional Amount is, in respect of 3
any date, the spot rate of exchange of the Local Currency for the Settlement Currency on such date (expressed as the number of units of the Local Currency (or part thereof) for which one unit of the Settlement Currency can be exchanged), as quoted on the FX Price Source on or about 4 p.m. (London Time) on such date. If such rate is not published on the relevant FX Price Source on such date at such time, the Calculation Agent shall determine, in its sole and absolute discretion, the value of the Exchange Rate taking into consideration such factors as the Calculation Agent, acting in good faith, deems relevant. For the purposes hereof, FX Price Source means Bloomberg page USDBRL_Curncy or if the Exchange Rate is not available on such page, any successor page or alternative source as the Calculation Agent may considerate as appropriate in its sole and absolute discretion. Local Currency means Brazilian Real ( BRL ). 18. Calculation Agent: Merrill Lynch International PROVISIONS RELATING TO WARRANTS 19. Type of Warrants: 20. Units: 21. Exercise Price: 22. Automatic Exercise: 23. Minimum Exercise Number: 24. Maximum Exercise Number: PROVISIONS RELATING TO CERTIFICATES 25. Holder Put Option: PROVISIONS RELATING TO W&C SECURITIES 26. Additional Amounts: Applicable. Share Linked Conditions 9, 10 and 11 shall apply 27. Issuer Call Option: 28. Mandatory Early Exercise: PROVISIONS RELATING TO TYPE OF W&C SECURITIES 29. Index Linked Conditions: 30. Share Linked Conditions: Applicable (a) Share(s)/Basket of Shares: The ordinary or common shares of the relevant Share Company set out under the heading "Share Company" in "Specific Information relating to the Reference item(s)" below (each a "Share" and together, the "Shares") 4
SPECIFIC INFORMATION RELATING TO THE REFERENCE ITEM(S) The terms "Share Company", "ISIN of Share", "Bloomberg Code", "Exchange", Initial Level, "Related Exchange" and "Local Jurisdiction" applicable to a Share shall have the corresponding meanings set forth against the relevant Share Company in the table below. Share Company ISIN of Share Bloomberg Code Exchange Initial Level Related Exchange Local Jurisdiction Odontoprev S.A. BRODPVACNOR4 ODPV3 BZ BM&F Bovespa BRL 9.15 USD 4.20 All Exchanges Brazil (b) Share Performance: (c) Barrier Event (intraday): (d) Barrier Event (closing): (e) Barrier Level: (f) Averaging: Applicable (i) Averaging Date(s): Each Scheduled Trading Day from and including the Trade Date, to and including the Exercise Date (ii) Omission: Applicable (iii) Postponement: (iv) Modified Postponement: (g) Valuation Date(s): 22 October 2014 (h) Valuation Time: As specified in the Share Linked Conditions (i) Observation Date(s): (j) Observation Period: (k) Common Scheduled Trading Days: (l) Disrupted Day: As specified in the Share Linked Conditions (m) Tender Offer: Applicable (n) Share Substitution: Applicable. Share Substitution Criteria are as specified in the Share Linked Conditions (o) Local Tax Adjustment: Applicable. Local Jurisdiction is set out in "Specific Information relating to the Reference Item(s)" above (p) Additional Disruption Events: The following Additional Disruption Events apply to the W&C Securities: Change in Law Hedging Disruption Increased Cost of Hedging Insolvency Filing 5
(q) Dividend Conditions: Applicable Share Linked Conditions 10 and 11 shall apply. (i) Number of Shares per W&C Security 1 (r) LEPW Conditions: (s) Other terms or special conditions: 31. Debt Linked Conditions: 32. GDR/ADR Linked Conditions: 33. FX Linked Conditions: 34. Commodity Linked Conditions: 35. Fund Linked Conditions: 36. Inflation Linked Conditions: 37. Credit Linked W&C Securities: 38. Saudi Share Linked Warrant Conditions: PROVISIONS FOR PHYSICAL DELIVERY 39. Relevant Asset(s): 40. Entitlement: 41. Guaranteed Cash Settlement Amount: 42. Failure to Deliver due to Illiquidity: GENERAL 43. Form of W&C Securities: The W&C Securities are to be issued into and transferred through Euroclear and Clearstream, Luxembourg Euroclear/CBL Global Registered Certificate exchangeable for Definitive Registered Certificates in the limited circumstances described in the Euroclear/CBL Global Registered Certificate 44. Eligibility for sale in the United States to QIBs who are also QPs or to, or for the account or benefit of, United States Persons who are QIBs and also QPs: The W&C Securities are not eligible for sale in the United States to QIBs who are also QPs, or to, or for the account or benefit of, United States Persons who are QIBs and also QPs. 45. Payment Day (Condition 6(B)): Following 46. Additional Financial Centre(s) or other special provisions relating to Payment Days: Sao Paulo 6
47. Payment Disruption (Condition 6(C)): Payment Disruption Event is applicable (a) Base Currency/ Subject Currency: (b) Payment of Equivalent Amount: Base Currency: USD Subject Currency: BRL 48. Other Final Terms: DISTRIBUTION 49. The initial purchasers and name of applicable permitted dealer in the United States of the Warrants: 50. Method of distribution: Non-Syndicated 51. If non-syndicated, name and address of relevant Dealer: Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom 52. Total commission and concession: 53. U.S. Selling Restrictions: The W&C Securities may not be offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction or directly or indirectly offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered to, or for the account or benefit of, any United States Person. A "United States Person" means a person which is a "U.S. person" as defined by Regulation S under the U.S. Securities Act of 1933, as amended, or a "United States person" as defined by Section 7701(a)(30) of the Internal Revenue Code of 1985, as amended and in U.S. Treasury regulations. TEFRA D not applicable 54. Additional U.S. Tax Considerations: 55. Additional selling restrictions: 7
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Listing and Admission to trading: Application will be made by the Issuer (or on its behalf) for the W&C Securities to be admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange on or about the Issue Date. No assurances can be given that such application for listing will be granted, (or if granted, will be granted by the Issue Date). 2. OPERATIONAL INFORMATION (i) ISIN: The ISIN is set out in "Specific Provisions for each Series" above. (ii) Common Code: The Common Code is set out in "Specific Provisions for each Series" above. (iii) Clearing System(s): Euroclear Bank SA/NV. And Clearstream Banking, société anonyme (iv) (v) Any clearing system(s) other than Euroclear Bank SA/NV., Clearstream Banking, société anonyme, Clearstream Banking AG, Frankfurt am Main, Euroclear France, DTC, SIX SIS AG, Euroclear Finland, Ltd and Euroclear Sweden, Klarabergsviadukten 63, Box 191, SE-101 23 Stockholm, Sweden or a duly authorised Swedish central securities depository under the Swedish CSD Rules and the relevant identification number(s): Names and addresses of initial Security Agents: Deutsche Bank Luxembourg S.A. 2, boulevard Konrad Adenauer L-1115 Luxembourg Grand Duchy of Luxembourg (vi) Registrar: Deutsche Bank Luxembourg S.A. 2, boulevard Konrad Adenauer L-1115 Luxembourg Grand Duchy of Luxembourg (vii) Delivery: Delivery free of payment into Euroclear account 92835 9
ANNEX The Offering Circular dated 9 January 2013 has been supplemented by the following supplements: Supplement Description Date Supplement No. 1 Supplement No. 2 Supplement No. 3 17 January 2013 which was filed Exchange Commission on 17 January 2013. 23 January 2013 which was filed Exchange Commission on 23 January 2013. In respect of the Programme rating. 23 January 2013 29 January 2013 14 February 2013 Supplement No. 4 In respect of the Form 10-K dated 28 February 2013 which was filed with the U.S. Securities and Exchange Commission on 28 February 2013. 4 March 2013 Supplement No. 5 17 April 2013 which was filed Exchange Commission on 17 April 2013. 22 April 2013 Supplement No. 6 In respect of the Form 10-Q dated 31 March 2013 which was filed with the U.S. Securities and Exchange Commission on 7 May 2013, Form 8-K dated 6 May 2013 which was filed with the U.S. Securities and Exchange Commission on 6 May 2013 and Form 8-K dated 8 May 2013 which was filed Exchange Commission on 8 May 2013. 13 May 2013 Supplement No. 7 Supplement No. 8 17 July 2013 which was filed Exchange Commission on 17 July 2013. 24 July 2013 which was filed Exchange Commission on 24 July 2013. 24 July 2013 29 July 2013 10
Supplement No. 9 In respect of the Form 10-Q dated 30 June 2013 which was filed with the U.S. Securities and Exchange Commission on 1 August 2013 6 August 2013 Supplement No. 10 Supplement No. 11 1 October 2013 which was filed Exchange Commission on 1 October 2013. 16 October 2013 which was filed with the U.S. Securities and Exchange Commission on 16 October 2013. 4 October 2013 21 October 2013 11