Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		16949D101

CUSIP No.		16949D101

CUSIP No.		16949D101

Item 1. Security and Issuer.

     This statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of China Hydroelectric Corporation (the “Company”). The address of the principal executive offices of the Company is 25B, New Poly Plaza, No. 1 North Chaoyangmen Street, Dongcheng District, Beijing, People’s Republic of China 100010.

     The information set forth in the Schedules and Exhibits to this Statement is hereby expressly incorporated herein by reference, and the responses to each item of this Statement are qualified in their entirety by the provisions of such Schedules and Exhibits.

Item 2. Identity and Background.

     This Statement is being filed pursuant to Rule 13d-1(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Bank of America Corporation, a Delaware corporation (“Bank of America”), Blue Ridge Investments, L.L.C., a Delaware limited liability company (“Blue Ridge”), and CPI Ballpark Investments Ltd., a limited liability company organized under the laws of Mauritius (“CPI”; Bank of America, Blue Ridge and CPI shall be referred to herein collectively as the “Reporting Persons”).

     Bank of America is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is engaged in the general banking and financial services business through its subsidiaries. The principal address of Bank of America is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255. Bank of America, by virtue of its indirect ownership of Blue Ridge and CPI, ultimately directs the voting and disposition of the Ordinary Shares held by Blue Ridge and CPI.

     Blue Ridge is wholly owned by BANA Holding Corporation, a company incorporated in the State of Delaware. BANA Holding Corporation is wholly owned by BAC North America Holding Company, a company incorporated in the State of Delaware. BAC North America Holding Company is wholly owned by NB Holdings Corporation, a non-bank subsidiary of Bank of America. Blue Ridge is engaged in the business of investments in high-yield debt and equity securities of varying types issued by U.S. corporate or foreign issuers, including securities of distressed or bankrupt issuers. The principal address of Blue Ridge is 214 North Tryon Street, Charlotte, North Carolina 28255.

     CPI is wholly owned by Indopark Holdings Limited, which is registered in the Republic of Mauritius. The sole shareholder of Indopark Holdings Limited is Merrill Lynch L.P. Holdings Inc., a company incorporated in the State of Delaware. Merrill Lynch L.P. Holdings Inc. is wholly owned by Merrill Lynch Group, Inc., a company incorporated in the State of Delaware. Merrill Lynch Group, Inc. is wholly owned by Merrill Lynch & Co., Inc., a non-bank subsidiary of Bank of America. CPI is engaged in the business of investments in high-yield debt and equity securities of varying types issued by U.S. corporate or foreign issuers. The principal address of CPI is 4^th Floor, IBL House, Caudan, Port Louis, Republic of Mauritius.

     Information concerning each executive officer, director and controlling person (the “Listed Persons”) of each of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.

     Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     Prior to the Company’s initial public offering, Blue Ridge purchased 20,000 convertible preferred shares of the Company in July 2008 with cash, and CPI purchased 50,000 and 25,000 convertible preferred shares of the Company in January 2008 and July 2008, respectively, with cash. The funds for the purchase of the convertible preferred shares of the Company by Blue Ridge and CPI (the “Pre-IPO Shares”) were provided from the working capital of Blue Ridge and CPI. In connection with the Company’s initial public offering on January 25, 2010, the Pre-IPO Shares were converted into an aggregate of 38,566,661 Ordinary Shares.

     Blue Ridge and CPI may be deemed to be a member of a group with respect to the Company or the Ordinary Shares for purposes of Section 13(d) of the Exchange Act by virtue of Blue Ridge and CPI being parties to that certain Amended and Restated Stockholders Agreement, dated October 27, 2009 (the “Stockholders Agreement”), among the Company, Blue Ridge, CPI and the other parties signatories thereto (collectively, the “Other Stockholder Parties”). Blue Ridge, CPI and the Other Stockholder Parties are collectively referred to herein as the “Stockholders.” Although not a party to the Stockholders Agreement, Bank of America may be deemed to be a member of such group by virtue of its being the parent company of Blue Ridge and CPI. Blue Ridge, CPI and Bank of America expressly disclaim any such group membership.

     The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.

Item 4. Purpose of the Transaction.

     Blue Ridge and CPI made their purchases for investment purposes. Blue Ridge and CPI intend to optimize the value of their investments and, therefore, will review from time to time the Company’s business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, Blue Ridge and CPI may consider from time to time various alternative courses of action. Such actions may include the acquisition or disposition of the Ordinary Shares or other securities through open market transactions, privately negotiated transactions, a tender offer, an exchange offer or otherwise.

     Except as set forth in this Statement, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, none of the Listed Persons, has formulated any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) Blue Ridge directly beneficially owns 7,852,209 Ordinary Shares, or approximately 5.1% of the Ordinary Shares. CPI directly beneficially owns 30,714,452 Ordinary Shares, or approximately 20.1% of the Ordinary Shares. Bank of America may be deemed to beneficially own 38,566,661 Ordinary Shares, or approximately 25.3% of the Ordinary Shares. The foregoing calculation of percentage ownership is based on 152,744,181 Ordinary Shares issued and outstanding as represented by the Company in its Prospectus filed on Form 424B on January 26, 2010.

     Blue Ridge, CPI and the Other Stockholder Parties, by virtue of the Stockholders Agreement, and Bank of America, by virtue of its being the parent company of Blue Ridge and CPI, may be considered members of a group, within the meaning of Section 13(d)(3) and Rule 13d-5(b)(1) of the Exchange Act. As a result, each Reporting Person may be deemed, in its capacity as a member of a group, to beneficially own the Ordinary Shares attributable to the Other Stockholder Parties.

     Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, the beneficial owner of any securities held by the Other Stockholder Parties.

     (b) Number of shares as to which each Reporting Person has:

	(i)		sole power to vote or to direct the vote:
			See Item 7 on the cover page(s) hereto.
	(ii)		shared power to vote or to direct the vote:
			See Item 8 on the cover page(s) hereto.
	(iii)		sole power to dispose or to direct the disposition of:
			See Item 9 on the cover page(s) hereto.
	(iv)		shared power to dispose or to direct the disposition of:
			See Item 10 on the cover page(s) hereto.

     Blue Ridge and CPI, by virtue of the Stockholders Agreement, and Bank of America, by virtue of its being the parent company of Blue Ridge and CPI, may be deemed to have shared power to vote those Ordinary Shares attributable to the Other Stockholder Parties.

     (c) Except as described in Items 3, 4 and 6 hereto, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the Listed Persons, has effected any transaction in the Ordinary Shares during the past 60 days.

     (d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares that may be deemed to be beneficially owned by the Reporting Persons.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     The Stockholders Agreement was entered into for the purpose of, among others, establishing the composition of the Company’s board of directors, granting to the Stockholders certain registration rights and providing for a lock up period following the Company’s initial public offering. The description of the Stockholders Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, a copy of which is attached as Exhibit 99.2. Exhibit 99.2 hereto is incorporated herein by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

     The following exhibits are filed as exhibits hereto:

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement
99.2		Amended and Restated Stockholders Agreement, dated October 27, 2009, by and among China Hydroelectric Corporation and the other parties signatory thereto (incorporated herein by reference to Exhibit 4.4 of Form S-1/A filed by China Hydroelectric Corporation on December 8, 2009, File No. 333-163558).

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement
99.2		Amended and Restated Stockholders Agreement, dated October 27, 2009, by and among China Hydroelectric Corporation and the other parties signatory thereto (incorporated herein by reference to Exhibit 4.4 of Form S-1/A filed by China Hydroelectric Corporation on December 8, 2009, File No. 333-163558).

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS

     The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation. The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

		Position with Bank of
Name		America Corporation		Principal Occupation
Brian T. Moynihan		Chief Executive Officer, President and Director		Chief Executive Officer and President of Bank of America Corporation
David C. Darnell		President, Global Commercial Banking		President, Global Commercial Banking of Bank of America Corporation
Barbara J. Desoer		President, Bank of America Mortgage, Home Equity and Insurance Services		President, Bank of America Mortgage, Home Equity and Insurance Services of Bank of America Corporation
Sallie L. Krawcheck		President, Global Wealth and Investment Management		President, Global Wealth and Investment Management of Bank of America Corporation
Thomas K. Montag		President, Global Banking and Marketing		President, Global Banking and Marketing of Bank of America Corporation
Joe L. Price		Chief Financial Officer		Chief Financial Officer of Bank of America Corporation
Bruce R. Thompson		Chief Risk Officer		Chief Risk Officer of Bank of America Corporation
Susan S. Bies		Director		Former Member, Board of Governors of the Federal Reserve System
William P. Boardman.		Director		Retired Vice Chairman, Banc One Corporation and Retired Chairman of the Board, Visa International
Frank P. Bramble, Sr		Director		Former Executive Officer, MBNA Corporation
John T. Collins		Director		Chief Executive Officer of The Collins Group Inc.
Virgis W. Colbert		Director		Senior Advisor, MillerCoors Company
Charles K. Gifford		Director		Former Chairman of Bank of America Corporation
Charles O. Holliday, Jr.,		Director		Retired Chairman and CEO, E.I. du Pont de Nemours and Co.
D. Paul Jones, Jr.		Director		Former Chairman, Chief Executive Officer and President, Compass Bancshares, Inc.
Monica C. Lozano		Director		Publisher and Chief Executive Officer of La Opinion
Walter E. Massey		Chairman of the Board		Chairman of the Board of Bank of America Corporation
Thomas J. May		Director		Chairman, President and Chief Executive Officer of NSTAR
Donald E. Powell		Director		Former Chairman, Federal Deposit Insurance Corporation
Charles O. Rossotti		Director		Senior Advisor, The Carlyle Group
Thomas M. Ryan		Director		Chairman, President and Chief Executive Officer of CVS/Caremark Corporation
Robert W. Scully		Director		Former Member, Office of the Chairman of Morgan Stanley

     The following sets forth the name and present principal occupation of each executive officer and director of Blue Ridge Investments, L.L.C. The business address of each of the executive officers and directors of Blue Ridge Investments, L.L.C. is 214 North Tryon Street, Charlotte, North Carolina 28255.

		Position with Blue Ridge
Name		Investments, L.L.C.		Principal Occupation
Keith T. Banks		Manager and Executive Vice President		President, U.S. Trust, Bank of America, N.A.
George C. Carp		Manager and Executive Vice President		Senior Vice President, Bank of America Corporation
Marlene B. Debel		Manager and Executive Vice President		Managing Director, Merrill Lynch & Co., Inc.
Lawrence C. Forte		Manager and Executive Vice President		Managing Director, Banc of America Securities LLC
Kris A. Gagnon		Manager and Executive Vice President		Senior Vice President, Risk Management Executive, Bank of America, N.A.
Bruce R. Thompson		Manager and Executive Vice President		Chief Risk Officer, Bank of America Corporation
George G. Ellison		Executive Vice President		Managing Director, Banc of America Securities LLC
Graham C. Goldsmith		Executive Vice President		Managing Director, Merrill Lynch, Pierce, Fenner & Smith Incorporated
Geoffrey Greener		Executive Vice President		Managing Director, Banc of America Securities LLC
Michael A. Jones		Executive Vice President		President, Columbia Management Advisors, LLC
Mark D. Linsz		Executive Vice President		Senior Vice President and Treasurer, Bank of America, N.A.
Michael Meyer		Executive Vice President		Managing Director, Banc of America Securities LLC
Walter J. Muller		Executive Vice President		Managing Director, Chief Investment Officer, Bank of America, N.A.
Michael B. Nierenberg		Executive Vice President		Managing Director, Merrill Lynch, Pierce, Fenner & Smith Incorporated
Joe L. Price		Executive Vice President		Chief Financial Officer, Bank of America Corporation
Gerhard Seebacher		Executive Vice President		Managing Director, Banc of America Securities LLC
Robert J. Voreyer		Executive Vice President		Managing Director, Banc of America Securities LLC

     The following sets forth the name and present principal occupation of each director and alternate director of CPI Ballpark Investments Ltd. The business address of each of the directors and alternate directors of CPI Ballpark Investments Ltd. is 4^th Floor, IBL House, Caudan, Port Louis, Republic of Mauritius. Georges A. Robert, Subhash C. Lallah and Mithilesh Lallah are citizens of Mauritius. Jean-Pierre Baudoux is a citizen of France. Chin Chin Teoh is a citizen of Singapore.

		Position with CPI Ballpark
Name		Investments Ltd.		Principal Occupation
Georges A. Robert		Director		Barrister-in-law, Etude André Robert
Subhash C. Lallah		Director		Barrister-in-law, Lallah Chambers
Jean-Pierre Baudoux		Director		Senior Vice President, Tax Executive, Bank of America Corporation
David Lee		Director		Managing Director, Corporate Principal Investment, Bank of America Corporation
Darren Massara		Director		Managing Director, BAML Asia Private Equity, Bank of America Corporation
Antonios Tony Biniaris		Alternate Director to Jean-Pierre Baudoux		Managing Director, Hong Kong Finance, Bank of America Corporation
Mithilesh Lallah		Alternate Director to Subhash Lallah		Barrister-in-law, Lallah Chambers
Damon Manchun Yip		Alternate Director to David Lee		Vice President, Corporate Principal Investment, Bank of America Corporation
Chin Chin Teoh		Alternate Director to Darren Massara		Director, BAML Asia Private Equity, Bank of America Corporation

SCHEDULE II

BANK OF AMERICA CORPORATION (“BANK OF AMERICA”) ENTERED INTO A CIVIL SETTLEMENT AGREEMENT WITH THE NEW YORK COUNTY (NEW YORK) DISTRICT ATTORNEY ON SEPTEMBER 28, 2006. THE AGREEMENT PROVIDES THAT, FROM ABOUT 2002 TO 2004, BANK OF AMERICA HAD DEFICIENCIES IN CERTAIN INTERNAL ANTI-MONEY LAUNDERING CONTROLS AND FAILED TO REACT APPROPRIATELY TO THE RISK PRESENTED BY CERTAIN SOUTH AMERICAN MONEY SERVICES BUSINESS CUSTOMERS, WHO MOVED FUNDS ILLEGALLY THROUGH BANK OF AMERICA. THE AGREEMENT REQUIRES BANK OF AMERICA TO MAKE A TOTAL PAYMENT OF $7.5 MILLION, TO COOPERATE WITH THE DISTRICT ATTORNEY IN ONGOING INVESTIGATIONS, AND TO ABIDE BY ANTI-MONEY LAUNDERING CHANGES RECOMMENDED BY BANK OF AMERICA’S REGULATORS.

THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE RESERVE BANK REVIEWED CERTAIN ACTIVITIES OF BANK OF AMERICA’S WEALTH AND INVESTMENT MANAGEMENT GROUP. THE RESERVE BANK RAISED CONCERNS THAT BANK OF AMERICA AND ITS SUBSIDIARIES DID NOT ADEQUATELY ASSESS THE LEGAL AND REPUTATIONAL RISKS POSED BY CERTAIN MUTUAL FUND TRADING ACTIVITIES AND ADDRESS FLAWS IN COMPLIANCE AND RISK MANAGEMENT PERTAINING TO THE ASSET MANAGEMENT LINES OF BUSINESS. FOLLOWING THAT REVIEW, THE BANK AND THE RESERVE BANK EXECUTED A WRITTEN AGREEMENT TO ENSURE THAT THE BANK AND ITS SUBSIDIARIES MAKE PROGRESS IN THEIR EFFORTS TO ADOPT AND IMPLEMENT NUMEROUS CORRECTIVE ACTIONS AND BEST PRACTICE RECOMMENDATIONS OF THE INDEPENDENT CONSULTANTS AND TO ADDRESS ALL WEAKNESS IDENTIFIED BY THE REVIEW. BANK OF AMERICA HAS AGREED TO CONTINUE TO TAKE STEPS TO ADOPT AND IMPLEMENT CORRECTIVE ACTIONS AND BEST PRACTICE RECOMMENDATIONS OF THE INDEPENDENT CONSULTANTS AND TO ENHANCE THE ENTERPRISE-WIDE COMPLIANCE PROGRAM TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO SECURITIES LAWS AND REGULATIONS INCLUDING, AMONG OTHER THINGS, A PROCESS FOR RESOLVING OR ESCALATING COMPLIANCE ISSUES, ONGOING TRAINING ON POLICIES AND PROCEDURES FOR COMPLIANCE WITH LAWS AND REGULATIONS FOR CERTAIN STAFF OF BANK OF AMERICA AND ITS SUBSIDIARIES, ENSURE PROCESSES FOR AN ENHANCED APPROVAL PROCESS FOR NEW CLIENTS, NEW OR UNIQUE INVESTMENT PRODUCTS, SERVICES OR TRANSACTIONS, AND MATERIAL CHANGES TO EXISTING PRODUCTS OR SERVICES, PROCEDURES TO ENSURE THOROUGH ASSESSMENT OF RISKS, POLICIES AND PROCEDURES TO ENSURE PRODUCTS, SERVICES AND ARRANGEMENTS ARE CONSISTENT WITH BUSINESS EXPERTISE, STRATEGY AND APPROVED RISK PROFILE, PROCEDURES FOR INTERNAL AUDIT, MECHANISMS FOR PERIODIC REVIEWS, MONITORING OF ENTERPRISE-WIDE ADOPTION AND EXECUTION OF NEW POLICIES AND PROCEDURES AND OTHER RECOMMENDATIONS OF THE INDEPENDENT CONSULTANTS, AND SUBMISSION OF PROGRESS REPORTS TO RESERVE BANK.

THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ALLEGED THAT BANK OF AMERICA VIOLATED SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”) AND RULE 14a-9 THEREUNDER BY FAILING TO DISCLOSE IN THE CORPORATION’S JOINT PROXY STATEMENT FILED ON NOVEMBER 3, 2008 THE INCENTIVE COMPENSATION THAT MERRILL LYNCH & CO., INC. COULD, IN ITS DISCRETION, AWARD TO ITS EMPLOYEES PRIOR TO COMPLETION OF ITS MERGER WITH BANK OF AMERICA. BANK OF AMERICA, WITHOUT ADMITTED OR DENYING THE ALLEGATIONS, CONSENTED TO THE ENTRY OF A FINAL JUDGMENT IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “COURT”). IN AN ORDER ISSUED ON SEPTEMBER 14, 2009, THE COURT DISAPPROVED THE CONSENT JUDGMENT AND ORDERED THE PARTIES TO PREPARE FOR TRIAL.