CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||||
Currency Market Index Target-Term Securities® Linked to an Emerging Market Currency Basket, due December 9, 2011 |
679,000 | $10.00 | $6,790,000 | $378.88 | ||||
(1) | Calculated in accordance with Rule 457(r) of the Securities Act of 1933. |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-158663
The Currency MITTS® are being offered by Bank of America Corporation (BAC). The Currency MITTS will have the terms specified in this term sheet as supplemented by the documents indicated below under Additional Terms (together, the Note Prospectus). Investing in the Currency MITTS involves a number of risks. There are important differences between the MITTS and a conventional debt security, including different investment risks. See Risk Factors and Additional Risk Factor on page TS-5 of this term sheet and beginning on page S-13 of product supplement MITTS-4. MITTS:
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
In connection with this offering, Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) is acting in its capacity as principal for your account.
None of the Securities and Exchange Commission (the SEC), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Unit |
Total | |||||
Public offering price |
$ | 10.00 | $ | 6,790,000 | ||
Underwriting discount |
$ | 0.00 | $ | 0 | ||
Proceeds, before expenses, to Bank of America Corporation |
$ | 10.00 | $ | 6,790,000 |
Merrill Lynch & Co.
December 4, 2009
679,000 Units Pricing Date December 4, 2009
Currency Market Index Target-Term Securities® Settlement Date December 11, 2009
Linked to an Emerging Market Currency Basket, Maturity Date December 9, 2011
due December 9, 2011 CUSIP No. 06052E608
$10 principal amount per unit
Term Sheet No. 214
Currency Market Index Target-Term Securities®
122% participation in an increase in the value of an Emerging Market Currency Basket, which represents a long position in the Brazilian real, the Chinese renminbi (yuan), and the Indian rupee relative to the U.S. dollar
90% principal protected at maturity against a decrease in the value of the Emerging Market Currency Basket
A maturity of approximately 2 years
Repayment of principal at maturity is subject to the credit risk of Bank of America Corporation
No periodic interest payments
No listing on any securities exchange
This debt is not guaranteed under the Federal Deposit Insurance Corporations Temporary Liquidity Guarantee Program
Summary
The Currency Market Index Target-Term Securities® Linked to an Emerging Market Currency Basket, due December 9, 2011 (the MITTS) are our senior unsecured debt securities and are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The MITTS will rank equally with all of our other unsecured and unsubordinated debt, and any payments due on the MITTS, including any repayment of principal, will be subject to the credit risk of BAC.
The Exchange Rate Measure to which the MITTS are linked is the Emerging Market Currency Basket, which tracks the value of an approximately equally weighted investment in the Brazilian real, the Chinese renminbi (yuan), and the Indian rupee (each an underlying currency), based on the exchange rate for each underlying currency relative to the U.S. dollar. The MITTS provide investors with a 122% participation rate in increases in the value of the Emerging Market Currency Basket from the Starting Value, which was set to 100 on the pricing date, to the Ending Value, as determined on a calculation day shortly before the maturity date. Investors should be of the view that the value of the Emerging Market Currency Basket will increase (that is, the underlying currencies will strengthen relative to the U.S. dollar) over the term of the MITTS. Investors must be willing to forgo interest payments on the MITTS and be willing to accept a repayment at maturity that is up to 10% less than the Original Offering Price.
Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement MITTS-4. Unless otherwise indicated or unless the context requires otherwise, all references in this document to we, us, our, or similar references are to BAC.
TS-2
Hypothetical Payout Profile
This graph reflects the hypothetical returns on the MITTS at maturity, based on the Participation Rate of 122%, the Base Value of $10.00, and the Minimum Redemption Amount of $9.00. The blue line reflects the hypothetical returns on the MITTS, while the dotted gray line reflects the hypothetical returns of a direct investment in the Emerging Market Currency Basket.
This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual Ending Value and the term of your investment. |
Hypothetical Redemption Amounts
Examples
Set forth below are three examples of Redemption Amount calculations (rounded to two decimal places) payable at maturity, based upon the Base Value of $10.00 (per unit), the Minimum Redemption Amount of $9.00 (per unit), the Starting Value of 100.00, and the Participation Rate of 122%.
Example 1The hypothetical Ending Value is equal to 50.00:
Redemption Amount (per unit) = $10 |
( | $10 × | ( | 100.00 50.00
|
)) | = $5.00 | ||||||
100.00 |
Redemption Amount (per unit) = $9.00 (The Redemption Amount cannot be less than the Minimum Redemption Amount.)
Example 2The hypothetical Ending Value is equal to 95.00:
Redemption Amount (per unit) = $10 |
( | $10 × | ( | 100.00 95.00
|
)) | = $9.50 | ||||||
100.00 |
Example 3The hypothetical Ending Value is equal to 110.00:
Redemption Amount (per unit) = $10 + |
( | $10 × 122% × | ( | 110.00 100.00
|
)) | = $11.22 | ||||||
100.00 |
TS-3
The following table illustrates, for the Starting Value of 100 and a range of hypothetical Ending Values of the Emerging Market Currency Basket:
§ | the percentage change from the Starting Value to the hypothetical Ending Value; |
§ | the hypothetical Redemption Amount per unit of the MITTS (rounded to two decimal places); |
§ | the total rate of return to holders of the MITTS; and |
§ | the pretax annualized rate of return to holders of the MITTS. |
The table below is based on the Participation Rate of 122%, the Base Value of $10.00 (per unit), and the Minimum Redemption Amount of $9.00 (per unit).
Hypothetical Ending Value |
Percentage Change from to the Hypothetical |
Hypothetical |
Total Rate the MITTS |
Pretax Annualized Rate the MITTS(1) | ||||
45.00 | -55.00% | $9.00 | -10.00% | -5.21% | ||||
50.00 | -50.00% | $9.00 | -10.00% | -5.21% | ||||
55.00 | -45.00% | $9.00 | -10.00% | -5.21% | ||||
60.00 | -40.00% | $9.00 | -10.00% | -5.21% | ||||
65.00 | -35.00% | $9.00 | -10.00% | -5.21% | ||||
70.00 | -30.00% | $9.00 | -10.00% | -5.21% | ||||
75.00 | -25.00% | $9.00 | -10.00% | -5.21% | ||||
80.00 | -20.00% | $9.00 | -10.00% | -5.21% | ||||
85.00 | -15.00% | $9.00 | -10.00% | -5.21% | ||||
90.00 | -10.00% | $9.00(2) | -10.00% | -5.21% | ||||
95.00 | -5.00% | $9.50 | -5.00% | -2.56% | ||||
97.00 | -3.00% | $9.70 | -3.00% | -1.52% | ||||
98.00 | -2.00% | $9.80 | -2.00% | -1.01% | ||||
99.00 | -1.00% | $9.90 | -1.00% | -0.50% | ||||
100.00(3) | 0.00% | $10.00 | 0.00% | 0.00% | ||||
105.00 | 5.00% | $10.61 | 6.10% | 2.99% | ||||
110.00 | 10.00% | $11.22 | 12.20% | 5.86% | ||||
115.00 | 15.00% | $11.83 | 18.30% | 8.61% | ||||
120.00 | 20.00% | $12.44 | 24.40% | 11.25% | ||||
125.00 | 25.00% | $13.05 | 30.50% | 13.80% | ||||
130.00 | 30.00% | $13.66 | 36.60% | 16.27% | ||||
135.00 | 35.00% | $14.27 | 42.70% | 18.65% | ||||
140.00 | 40.00% | $14.88 | 48.80% | 20.95% | ||||
145.00 | 45.00% | $15.49 | 54.90% | 23.19% | ||||
150.00 | 50.00% | $16.10 | 61.00% | 25.36% |
(1) | The annualized rates of return specified in this column are calculated on a semi-annual bond equivalent basis and assume an investment term from December 11, 2009 to December 9, 2011, the term of the MITTS. |
(2) | The Redemption Amount will not be less than the Minimum Redemption Amount of $9.00 per unit of the MITTS. |
(3) | This is the Starting Value. |
The above figures are for purposes of illustration only. The actual Redemption Amount you receive and the resulting total and pretax annualized rates of return will depend on the actual Ending Value and the term of your investment.
TS-4
Risk Factors
There are important differences between the MITTS and a conventional debt security. An investment in the MITTS involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the MITTS in the Risk Factors sections included in product supplement MITTS-4 and the MTN prospectus supplement identified below under Additional Terms. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the MITTS.
§ | Your investment may result in a loss; there is no guaranteed return of principal. |
§ | Your yield may be less than the yield on a conventional debt security of comparable maturity. |
§ | Changes in the exchange rates of the underlying currencies may offset each other. |
§ | You must rely on your own evaluation of the merits of an investment linked to the Emerging Market Currency Basket. |
§ | In seeking to provide you with what we believe to be commercially reasonable terms for the MITTS, we have considered the costs of developing, hedging, and distributing the MITTS. |
§ | A trading market is not expected to develop for the MITTS. |
§ | The Redemption Amount will not be affected by all developments relating to the Emerging Market Currency Basket. |
§ | If you attempt to sell the MITTS prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than their Original Offering Price. |
§ | Payments on the MITTS are subject to our credit risk, and changes in our credit ratings are expected to affect the value of the MITTS. |
§ | Purchases and sales by us and our affiliates of the underlying currencies may affect your return. |
§ | Our trading and hedging activities may create conflicts of interest with you. |
§ | Our hedging activities may affect your return at maturity and the market value of the MITTS. |
§ | There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent. |
§ | The return on the MITTS depends on the exchange rates, which are affected by many complex factors outside of our control. |
§ | The exchange rates could be affected by the actions of the governments of Brazil, China, India, and the United States. |
§ | Even though currencies trade around-the-clock, the MITTS will not trade around-the-clock, and the prevailing market prices for the MITTS may not reflect the current exchange rates. |
§ | Suspensions or disruptions of market trading in the underlying currencies and the U.S. dollar may adversely affect the value of the MITTS. |
§ | The MITTS are payable only in U.S. dollars and you will have no right to receive any payments in any underlying currency. |
§ | The U.S. federal income tax consequences of the MITTS are uncertain and may be adverse to a holder of the MITTS. See Summary Tax Consequences and Certain U.S. Federal Income Taxation Considerations below and U.S. Federal Income Tax Summary in product supplement MITTS-4. |
Additional Risk Factor
The exchange rate of the Chinese renminbi (yuan) is currently managed by the Chinese government.
On July 21, 2005, the Peoples Bank of China, with the authorization of the State Council of the Peoples Republic of China, announced that the Chinese renminbi (yuan) exchange rate would no longer be pegged to the U.S. dollar and would float within managed bands, which the Peoples Bank of China resets daily. After the closing of the market on each business day, the Peoples Bank of China announces the closing price of a foreign currency, such as the U.S. dollar, traded against the Chinese renminbi (yuan) in the interbank foreign exchange market.
The initial adjustment of the Chinese renminbi (yuan) exchange rate was an approximate 2% revaluation from an exchange rate of 8.28 renminbi (yuan) per U.S. dollar to 8.11 renminbi (yuan) per U.S. dollar and, as of the pricing date, was 6.8272 renminbi (yuan) per U.S. dollar. The Peoples Bank of China has also announced that the daily trading price of the U.S. dollar against the renminbi (yuan) in the interbank foreign exchange market will continue to be allowed to float within a band of 0.50 percent around the central parity published by the Peoples Bank of China, while the trading prices of the non-U.S. dollar currencies against the renminbi (yuan) will be allowed to move within a certain band announced by the Peoples Bank of China. The Peoples Bank of China will announce the closing price of a foreign currency such as the U.S. dollar traded against the renminbi (yuan) in the inter-bank foreign exchange market after the closing of the market on each working day, and will make it the central parity for the trading against the renminbi (yuan) on the following working day. The Peoples Bank of China has stated that it will make adjustments of the renminbi (yuan) exchange rate band when necessary according to market developments as well as the economic and financial situation.
Despite the change in their exchange rate regime, the Chinese government continues to manage the valuation of the renminbi (yuan) and, as currently managed, its price movements are unlikely to contribute significantly to either an increase or decrease in the value of the Emerging Market Currency Basket. However, further changes in the Chinese governments management of the renminbi (yuan) could result in a significant movement in the U.S. dollar/renminbi (yuan) exchange rate. Assuming the value of the other underlying currencies in the Emerging Market Currency Basket remain constant, a decrease in the value of the renminbi (yuan) relative to the U.S. dollar, whether as a result of a change in the governments management of the currency or for other reasons, would result in a decrease in the value of the Emerging Market Currency Basket.
TS-5
Investor Considerations
Other Provisions
We will deliver the MITTS against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the MITTS more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
If you place an order to purchase the MITTS, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
Supplement to the Plan of Distribution
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (formerly the National Association of Securities Dealers, Inc. (the NASD)) and will participate as selling agent in the distribution of the MITTS. Accordingly, offerings of the MITTS will conform to the requirements of NASD Rule 2720. Under our distribution agreement with MLPF&S, MLPF&S will purchase the MITTS from us on the issue date as principal at the purchase price indicated on the cover of this term sheet. MLPF&S will not receive any commission in connection with the sale of the MITTS. In the original offering of the MITTS, the MITTS will be sold in minimum investment amounts of 5,000 units.
MLPF&S may use this Note Prospectus for offers and sales in secondary market transactions and market-making transactions in the MITTS but is not obligated to engage in such secondary market transactions and/or market-making transactions. MLPF&S may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale.
TS-6
The Emerging Market Currency Basket
The MITTS are designed to allow investors to participate in the movements of the Emerging Market Currency Basket over the term of the MITTS. The Emerging Market Currency Basket is designed to track the value of an approximately equally weighted investment in the Brazilian real, the Chinese renminbi (yuan), and the Indian rupee, based on the exchange rate of each underlying currency relative to the U.S. dollar. The MITTS provide upside participation at maturity if the value of the Emerging Market Currency Basket increases (that is, the underlying currencies strengthen relative to the US. dollar) over the term of the MITTS.
The exchange rate for each underlying currency is expressed as the number of units of the applicable underlying currency for which one U.S. dollar can be exchanged. Accordingly, an increase in the applicable exchange rate means that the value of the relevant underlying currency has weakened against the U.S. dollar; a decrease in the applicable exchange rate means that the value of the relevant underlying currency has strengthened against the U.S. dollar. If investing in the MITTS, investors should be of the view that the value of the Emerging Market Currency Basket will increase over the term of the MITTS (i.e., the underlying currencies will strengthen relative to the U.S. dollar from the Initial Exchange Rate, determined on the pricing date, to the Final Exchange Rate, determined on a calculation day shortly before the maturity date).
For each underlying currency, the exchange rate will be determined as follows:
| Brazilian real: the number of Brazilian reais for which one U.S. dollar can be exchanged as reported by Reuters Group PLC (Reuters), under ASK on page BRFR, or any substitute page thereto, under USD, at approximately 5:00 p.m. in New York City. |
| Chinese renminbi (yuan): the number of Chinese renminbi (yuan) for which one U.S. dollar can be exchanged as reported by Reuters on page SAEC, or any substitute page thereto, at approximately 9:30 a.m. in Beijing, China. |
| Indian rupee: the number of Indian rupees for which one U.S. dollar can be exchanged as reported by Reuters on page RBIB, or any substitute page thereto, under USD, at approximately 12:30 p.m. in Mumbai, India. |
If an exchange rate is not so quoted on the applicable page indicated above, then the exchange rate will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the calculation agent at approximately 10:00 a.m., New York City time, on the calculation day, or, in the case of the Brazilian real, the following business day, as applicable (the relevant date), by three leading banks engaged in the interbank market (selected in the sole discretion of the calculation agent and which may be one of our affiliates) (the Reference Banks). If fewer than three Reference Banks provide spot quotations, then the exchange rate will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the calculation agent at approximately 10:00 a.m., New York City time, on the relevant date, from two leading commercial banks in New York (selected in the sole discretion of the calculation agent and which may be one of our affiliates), for the purchase or sale of deposits in the relevant underlying currency. If these spot quotations are available from only one bank, then the calculation agent, in its sole discretion, will determine which quotation is available and reasonable to be used. If no spot quotation is available, then the exchange rate will be the rate the calculation agent, in its sole discretion, determines to be fair and reasonable under the circumstances at approximately 10:00 a.m., New York City time, on the relevant date.
The Starting Value was set to 100 on the pricing date.
The Ending Value will equal the value of the Emerging Market Currency Basket on the calculation day.
The value of the Emerging Market Currency Basket on the calculation day will equal: 100 + 100 x (the sum of the Weighted Return for each exchange rate), rounded to two decimal places.
The Weighted Return for each exchange rate will be determined by the calculation agent as follows:
Brazilian real: |
Exchange Rate Weighting × | ( | Initial Exchange Rate Final Exchange Rate | ) | ||||||
Final Exchange Rate |
Chinese renminbi (yuan): |
Exchange Rate Weighting × |
( | Initial Exchange Rate Final Exchange Rate | ) | ||||||
Final Exchange Rate |
Indian rupee: |
Exchange Rate Weighting × | ( | Initial Exchange Rate Final Exchange Rate | ) | ||||||
Final Exchange Rate |
The formulas above will result in the Weighted Return for an exchange rate being positive when the underlying currency strengthens relative to the U.S. dollar and being negative when that underlying currency weakens relative to the U.S. dollar. Assuming the exchange rates for the other underlying currencies remain the same, any strengthening of an underlying currency relative to the U.S. dollar will result in an increase in the Ending Value while any weakening of an underlying currency relative to the U.S. dollar will result in a decrease in the Ending Value.
The strengthening of an underlying currency relative to the U.S. dollar will result in a decrease in the applicable exchange rate, while the weakening of an underlying currency relative to the U.S. dollar will result in an increase in the applicable exchange rate.
The Exchange Rate Weighting with respect to each exchange rate will equal 33.33% for the Brazilian real and the Chinese renminbi (yuan), and 33.34% for the Indian rupee, reflecting an approximately equal weighting for each underlying currency in the Emerging Market Currency Basket.
The Initial Exchange Rate for each exchange rate was determined on the pricing date.
The Final Exchange Rate for each exchange rate will be determined on the calculation day.
TS-7
Hypothetical Calculations of the Weighted Returns and the Ending Value
Set forth below are two examples of hypothetical Weighted Return and hypothetical Ending Value calculations (rounded to two decimal places) based on the Initial Exchange Rates and assuming hypothetical Final Exchange Rates for each exchange rate as follows.
Example 1:
Underlying Currency |
Exchange Rate Weighting |
Initial Exchange Rate |
Hypothetical Final Exchange Rate | |||
Brazilian real |
33.33% | 1.7131 | 1.5418 | |||
Chinese renminbi (yuan) |
33.33% | 6.8272 | 7.1686 | |||
Indian rupee |
33.34% | 46.2500 | 43.9375 |
The hypothetical Weighted Return for each exchange rate is determined as follows:
Brazilian real: |
33.33 | % × | ( | 1.7131 1.5418 | ) | = 3.70 | % | |||||||
1.5418 |
Chinese renminbi (yuan): |
33.33 | % × | ( | 6.8272 7.1686 | ) | = -1.59 | % | |||||||
7.1686 |
Indian rupee: |
33.34 | % × | ( | 46.2500 43.9375 | ) | = 1.75 | % | |||||||
43.9375 |
The hypothetical Ending Value would be 103.86, determined as follows:
100 + 100 x (sum of the Weighted Return for each exchange rate), rounded to two decimal places
100 + 100 x (3.70 -1.59 + 1.75)%
100 + 100 x (3.86%) = 103.86
Example 2:
Underlying Currency |
Exchange Rate Weighting |
Initial Exchange Rate |
Hypothetical Final Exchange Rate | |||
Brazilian real |
33.33% | 1.7131 | 1.8844 | |||
Chinese renminbi (yuan) |
33.33% | 6.8272 | 6.4858 | |||
Indian rupee |
33.34% | 46.2500 | 48.5625 |
The hypothetical Weighted Return for each exchange rate is determined as follows:
Brazilian real: |
33.33 | % × | ( | 1.7131 1.8844 | ) | = -3.03 | % | |||||||
1.8844 |
Chinese renminbi (yuan): |
33.33 | % × | ( | 6.8272 6.4858 | ) | = -1.75 | % | |||||||
6.4858 |
Indian rupee: |
33.34 | % × | ( | 46.2500 48.5625 | ) | = -1.59 | % | |||||||
48.5625 |
The hypothetical Ending Value would be 97.13, determined as follows:
100 + 100 x (sum of the Weighted Return for each exchange rate), rounded to two decimal places
100 + 100 x (- 3.03 + 1.75 - 1.59)%
100 + 100 x (- 2.87%) = 97.13
TS-8
Historical Data on the Exchange Rates:
The following tables set forth the high and low daily exchange rates for each underlying currency from the first quarter of 2004 through the pricing date. These exchange rates were obtained from publicly available information on Bloomberg, L.P. These exchange rates should not be taken as an indication of the future performance of any of the underlying currencies or the Emerging Market Currency Basket, or as an indication of whether, or to what extent, the Ending Value will be greater than the Starting Value.
As described above, the exchange rate for each underlying currency is expressed as the number of units of the applicable underlying currency for which one U.S. dollar can be exchanged. As a result, the High values represent the weakest that currency was relative to the U.S. dollar for the given quarter, while the Low values represent the strongest that currency was relative to the U.S. dollar for the given quarter.
Brazilian real
The following table sets forth the highest and lowest daily exchange rates for the Brazilian real for the calendar quarters from the first quarter of 2004 through the pricing date. The Initial Exchange Rate for the Brazilian real was 1.7131 Brazilian reais per U.S. dollar on the pricing date.
High | Low | |||
2004 |
||||
First Quarter |
2.9645 | 2.7820 | ||
Second Quarter |
3.2118 | 2.8755 | ||
Third Quarter |
3.0782 | 2.8505 | ||
Fourth Quarter |
2.8800 | 2.6530 | ||
2005 |
||||
First Quarter |
2.7640 | 2.5665 | ||
Second Quarter |
2.6588 | 2.3325 | ||
Third Quarter |
2.4870 | 2.2140 | ||
Fourth Quarter |
2.3800 | 2.1615 | ||
2006 |
||||
First Quarter |
2.3364 | 2.1040 | ||
Second Quarter |
2.3525 | 2.0555 | ||
Third Quarter |
2.2244 | 2.1230 | ||
Fourth Quarter |
2.1912 | 2.1294 | ||
2007 |
||||
First Quarter |
2.1523 | 2.0444 | ||
Second Quarter |
2.0478 | 1.9045 | ||
Third Quarter |
2.0930 | 1.8336 | ||
Fourth Quarter |
1.8390 | 1.7330 | ||
2008 |
||||
First Quarter |
1.8306 | 1.6689 | ||
Second Quarter |
1.7444 | 1.5915 | ||
Third Quarter |
1.9634 | 1.5600 | ||
Fourth Quarter |
2.5127 | 1.9176 | ||
2009 |
||||
First Quarter |
2.4473 | 1.6689 | ||
Second Quarter |
2.2737 | 1.9231 | ||
Third Quarter |
2.0092 | 1.7670 | ||
Fourth Quarter (through the pricing date) |
1.7866 | 1.7009 |
TS-9
Chinese renminbi (yuan)
The following table sets forth the highest and lowest daily exchange rates for the Chinese renminbi (yuan) for the calendar quarters from the first quarter of 2004 through the pricing date. The Initial Exchange Rate for the Chinese renminbi (yuan) was 6.8272 Chinese renminbi (yuan) per U.S. dollar on the pricing date.
High | Low | |||
2004 |
||||
First Quarter |
8.2775 | 8.2766 | ||
Second Quarter |
8.2773 | 8.2765 | ||
Third Quarter |
8.2771 | 8.2765 | ||
Fourth Quarter |
8.2768 | 8.2763 | ||
2005 |
||||
First Quarter |
8.2766 | 8.2763 | ||
Second Quarter |
8.2767 | 8.2763 | ||
Third Quarter |
8.2765 | 8.0871 | ||
Fourth Quarter |
8.0920 | 8.0702 | ||
2006 |
||||
First Quarter |
8.0702 | 8.0172 | ||
Second Quarter |
8.0265 | 7.9943 | ||
Third Quarter |
8.0048 | 7.8965 | ||
Fourth Quarter |
7.9149 | 7.8051 | ||
2007 |
||||
First Quarter |
7.8170 | 7.7257 | ||
Second Quarter |
7.7350 | 7.6132 | ||
Third Quarter |
7.6095 | 7.5036 | ||
Fourth Quarter |
7.5201 | 7.2971 | ||
2008 |
||||
First Quarter |
7.3071 | 7.0105 | ||
Second Quarter |
7.0184 | 6.8543 | ||
Third Quarter |
6.8760 | 6.8109 | ||
Fourth Quarter |
6.8850 | 6.8152 | ||
2009 |
||||
First Quarter |
6.8487 | 6.8235 | ||
Second Quarter |
6.8372 | 6.8192 | ||
Third Quarter |
6.8362 | 6.8259 | ||
Fourth Quarter (through the pricing date) |
6.8311 | 6.8233 |
TS-10
Indian rupee
The following table sets forth the highest and lowest daily exchange rates for the Indian rupee for the calendar quarters from the first quarter of 2004 through the pricing date. The Initial Exchange Rate for the Indian rupee was 46.2500 Indian rupees per U.S. dollar on the pricing date.
High | Low | |||
2004 |
||||
First Quarter |
45.6400 | 43.6000 | ||
Second Quarter |
46.2500 | 43.5375 | ||
Third Quarter |
46.4713 | 45.6650 | ||
Fourth Quarter |
45.9000 | 43.4600 | ||
2005 |
||||
First Quarter |
43.9300 | 43.4200 | ||
Second Quarter |
43.8300 | 43.2900 | ||
Third Quarter |
44.1500 | 43.1750 | ||
Fourth Quarter |
46.3100 | 44.1275 | ||
2006 |
||||
First Quarter |
45.0925 | 44.1175 | ||
Second Quarter |
46.3900 | 44.6012 | ||
Third Quarter |
46.9950 | 45.7700 | ||
Fourth Quarter |
45.9715 | 44.2600 | ||
2007 |
||||
First Quarter |
44.6800 | 43.0450 | ||
Second Quarter |
43.0850 | 40.4850 | ||
Third Quarter |
41.3450 | 39.6900 | ||
Fourth Quarter |
39.8950 | 39.2500 | ||
2008 |
||||
First Quarter |
40.7350 | 39.2650 | ||
Second Quarter |
43.1000 | 39.7850 | ||
Third Quarter |
46.9800 | 42.0050 | ||
Fourth Quarter |
50.3500 | 46.6300 | ||
2009 |
||||
First Quarter |
51.9700 | 48.2600 | ||
Second Quarter |
50.5150 | 46.9650 | ||
Third Quarter |
49.0825 | 47.5175 | ||
Fourth Quarter (through the pricing date) |
47.7550 | 46.0120 |
TS-11
While historical information on the Emerging Market Currency Basket did not exist before the pricing date, the following graph sets forth hypothetical monthly historical values of the Emerging Market Currency Basket from December 31, 2003 through November 30, 2009 based upon historical exchange rates as of the end of each month. For purposes of this graph, the value of the Emerging Market Currency Basket was set to 100 as of December 31, 2003 and the value of the Emerging Market Currency Basket as of the end of each month is based upon the hypothetical Ending Value as of the end of that month, calculated as described in the section The Emerging Market Currency Basket above. This historical data on the exchange rates as reported by Bloomberg is not necessarily indicative of the future performance of the exchange rates or the Emerging Market Currency Basket or what the value of the MITTS may be. Any historical upward or downward trend in the value of the Emerging Market Currency Basket during any period set forth below is not an indication that the Ending Value will be greater than the Starting Value.
TS-12
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the MITTS, including the following:
| Although there are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization, for U.S. federal income tax purposes, of the MITTS, we intend to treat the MITTS as debt instruments for U.S. federal income tax purposes and, where required, intend to file information returns with the IRS in accordance with such treatment. |
| A U.S. Holder will be required to report original issue discount (OID) or interest income based on a comparable yield with respect to a MITTS without regard to cash, if any, received on the MITTS. |
| Upon a sale, exchange, or retirement of a MITTS prior to maturity, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or retirement and the holders tax basis in the MITTS. A U.S. Holder generally will treat any gain as ordinary interest income, and any loss as ordinary up to the amount of previously accrued OID and then as capital loss. At maturity, (i) if the actual Redemption Amount exceeds the projected Redemption Amount, a U.S. Holder must include such excess as interest income, or (ii) if the projected Redemption Amount exceeds the actual Redemption Amount, a U.S. Holder will generally treat such excess first as an offset to previously accrued OID for the taxable year, then as an ordinary loss to the extent of all prior OID inclusions, and thereafter as a capital loss. |
Certain U.S. Federal Income Taxation Considerations
Set forth below is a summary of certain U.S. federal income tax considerations relating to an investment in the MITTS. The following summary is not complete and is qualified in its entirety by the discussion under the section entitled U.S. Federal Income Tax Summary in product supplement MITTS-4, which you should carefully review prior to investing in the MITTS. Capitalized terms used and not defined herein have the meanings ascribed to them in product supplement MITTS-4.
General. There are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization, for U.S. federal income tax purposes, of MITTS or other instruments with terms substantially the same as the MITTS. However, although the matter is not free from doubt, under current law, each MITTS should be treated as a debt instrument for U.S. federal income tax purposes. We currently intend to treat the MITTS as debt instruments for U.S. federal income tax purposes and, where required, intend to file information returns with the IRS in accordance with such treatment, in the absence of any change or clarification in the law, by regulation or otherwise, requiring a different characterization of the MITTS. You should be aware, however, that the IRS is not bound by our characterization of the MITTS as indebtedness and the IRS could possibly take a different position as to the proper characterization of the MITTS for U.S. federal income tax purposes. If the MITTS are not in fact treated as debt instruments for U.S. federal income tax purposes, then the U.S. federal income tax treatment of the purchase, ownership, and disposition of the MITTS could differ materially from the treatment discussed below, with the result that the timing and character of income, gain, or loss recognized in respect of a MITTS could differ materially from the timing and character of income, gain, or loss recognized in respect of a MITTS had the MITTS in fact been treated as debt instruments for U.S. federal income tax purposes. Accordingly, prospective purchasers are urged to consult their own tax advisors regarding the tax consequences of investing in the MITTS. The following summary assumes that the MITTS will be treated as debt instruments of BAC for U.S. federal income tax purposes.
Interest Accruals. The amount payable on the MITTS at maturity will depend on the performance of the Exchange Rate Measure. We intend to take the position that the denomination currency (as defined in the applicable Treasury regulations) of the MITTS is the U.S. dollar and, accordingly, we intend to take the position that the MITTS will be treated as contingent payment debt instruments for U.S. federal income tax purposes, subject to taxation under the noncontingent bond method, and the balance of this discussion assumes that this characterization is proper and will be respected. Under this characterization, the MITTS generally will be subject to the Treasury regulations governing contingent payment debt instruments. Under those regulations, a U.S. Holder will be required to report OID or interest income based on a comparable yield and a projected payment schedule, established by us for determining interest accruals and adjustments with respect to a MITTS. A U.S. Holder who does not use the comparable yield and follow the projected payment schedule to calculate its OID and interest income on a MITTS must timely disclose and justify the use of other estimates to the IRS.
Sale, Exchange, or Retirement of the MITTS. Upon a sale, exchange, or retirement of a MITTS prior to maturity, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, or retirement and the holders tax basis in the MITTS. A U.S. Holders tax basis in a MITTS generally will equal the cost of that MITTS, increased by the amount of OID previously accrued by the holder for that MITTS (without regard to any positive or negative adjustments under the contingent payment debt regulations). A U.S. Holder generally will treat any gain as interest income, and will treat any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total negative adjustments previously taken into account as ordinary losses, and the balance as long-term or short-term capital loss depending upon the U.S. Holders holding period for the MITTS. At maturity, (i) if the actual Redemption Amount exceeds the projected Redemption Amount, a U.S. Holder must include such excess as interest income, or (ii) if the projected Redemption Amount exceeds the actual Redemption Amount, a U.S. Holder will generally treat such excess first as an offset to previously accrued OID for the taxable year, then as an ordinary loss to the extent of all prior OID inclusions, and thereafter as a capital loss. The deductibility of capital losses by a U.S. Holder is subject to limitations.
Tax Accrual Table. The following table is based upon a projected payment schedule (including a projection for tax purposes of the Redemption Amount) and a comparable yield equal to 2.18% per annum (compounded semi-annually) that we established for the MITTS. The table reflects the expected issuance of the MITTS on December 11, 2009 and the scheduled maturity date of December 9, 2011. This tax accrual table is based upon a projected payment schedule per $10.00 principal amount of the MITTS, which would consist of a single payment of $10.4419 at maturity. The information is provided solely for tax purposes, and we make no representations or predictions as to what the actual Redemption Amount will be.
TS-13
Accrual Period |
Interest Deemed to Accrue on the MITTS During Accrual Period (per Unit of the MITTS) |
Total Interest Deemed to Have Accrued on the MITTS as of End of Accrual Period (per Unit of the MITTS) | ||
December 11, 2009 to December 31, 2009 |
$0.0121 | $0.0121 | ||
January 1, 2010 to December 31, 2010 |
$0.2194 | $0.2315 | ||
January 1, 2011 to December 9, 2011 |
$0.2104 | $0.4419 |
Projected Redemption Amount = $10.4419 per unit of the MITTS.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the MITTS, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. See the discussion under the section entitled U.S. Federal Income Tax Summary in product supplement MITTS-4.
TS-14
Additional Terms
You should read this term sheet, together with the documents listed below, which together contain the terms of the MITTS and supersede all prior or contemporaneous oral statements as well as any other written materials. You should carefully consider, among other things, the matters set forth under Risk Factors and Additional Risk Factor in the sections indicated on the cover of this term sheet. The MITTS involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the MITTS.
You may access the following documents on the SEC Website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Website):
§ | Product supplement MITTS-4 dated September 24, 2009: |
http://www.sec.gov/Archives/edgar/data/70858/000119312509197085/d424b5.htm
§ | Series L MTN prospectus supplement dated April 21, 2009 and prospectus dated April 20, 2009: |
http://www.sec.gov/Archives/edgar/data/70858/000095014409003387/g18667b5e424b5.htm
Our Central Index Key, or CIK, on the SEC Website is 70858.
We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the product supplement, the prospectus supplement, and the prospectus in that registration statement, and the other documents relating to this offering that we have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you the Note Prospectus if you so request by calling MLPF&S toll-free at 1-866-500-5408.
Structured Investments Classification
MLPF&S classifies certain structured investments (the Structured Investments), including the MITTS, into four categories, each with different investment characteristics. The description below is intended to briefly describe the four categories of Structured Investments offered: Principal Protection, Enhanced Income, Market Participation, and Enhanced Participation. A Structured Investment may, however, combine characteristics that are relevant to one or more of the other categories. As such, a category should not be relied upon as a description of any particular Structured Investment.
Principal Protection: Principal Protected Structured Investments offer full or partial principal protection against decreases in the value of the underlying market measure (or increases in the value of an underlying market measure for bearish Structured Investments), while offering market exposure and the opportunity for a better return than may be available from comparable fixed income securities. Principal protection may not be achieved if the investment is sold prior to maturity.
Enhanced Income: Structured Investments offering enhanced income may offer an enhanced income stream through interim fixed or variable coupon payments. However, in exchange for receiving current income, investors may forfeit upside potential on the underlying asset. These investments generally do not include the principal protection feature.
Market Participation: Market Participation Structured Investments can offer investors exposure to specific market sectors, asset classes, and/or strategies that may not be readily available through traditional investment alternatives. Returns obtained from these investments are tied to the performance of the underlying asset. As such, subject to certain fees, the returns will generally reflect any increases or decreases in the value of such assets. These investments generally do not include the principal protection feature.
Enhanced Participation: Enhanced Participation Structured Investments may offer investors the potential to receive better than market returns on the performance of the underlying asset. Some structures may offer leverage in exchange for a capped or limited upside potential and also in exchange for downside risk. These investments generally do not include the principal protection feature.
The classification of Structured Investments is meant solely for informational purposes and is not intended to fully describe any particular Structured Investment nor guarantee any particular performance.
MITTS® and Market Index Target-Term Securities® are registered service marks of our subsidiary, Merrill Lynch & Co., Inc.
TS-15
[LETTERHEAD OF MCGUIREWOODS LLP]
December 8, 2009
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
RE: | Bank of America Corporation |
Registration Statement on Form S-3 |
(Registration No. 333-158663) |
Ladies and Gentlemen:
On behalf of Bank of America Corporation, a Delaware corporation (the Registrant), and pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, we are transmitting herewith for filing with the Securities and Exchange Commission (the Commission) the Registrants Final Terms dated December 4, 2009. The filing fee of $378.88 has been submitted to the Commissions account at U.S. Bank of St. Louis, Missouri.
Please do not hesitate to call me at (704) 343-2029 if you have any questions with respect to this filing.
Very truly yours, |
/s/ GREGORY R. KILPATRICK |
Gregory R. Kilpatrick |
GRK/cws
Enclosure
Cc: | New York Stock Exchange LLC | |
NYSE Arca |