Filed Pursuant to Rule 433

Registration No. 333-158663

Subject to Completion

Preliminary Term Sheet dated May 28, 2009

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 herein under “Additional Terms” (together, the “Note Prospectus”). Investing in the Currency MITTS involves a number of risks. See “Risk Factors” and “Additional Risk Factor” on page TS-5 of this term sheet and beginning on page S-12 of product supplement MITTS-3.

Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BAC. References to “MLPF&S” are to Merrill Lynch, Pierce, Fenner & Smith Incorporated.

In connection with this offering, each of MLPF&S, its broker-dealer affiliate First Republic Securities Company, LLC (“First Republic”), and Banc of America Investment Services, Inc. (“BAI”) is acting as our selling agent. Each of MLPF&S and First Republic is acting in its capacity as principal, and BAI will use its best efforts to sell the Currency MITTS.

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 (1)	$	10.000	$
Selling discount (1)	$	0.175	$
Proceeds, before expenses, to Bank of America Corporation	$	9.825	$

(1) The public offering price and selling discount for any purchase of 500,000 units or more in a single transaction by an individual investor will be $9.950 per unit and $0.125 per unit, respectively.

*Depending on the date the Currency MITTS^® are priced for initial sale to the public (the “pricing date”), which may be in June or July 2009, the settlement date may occur in June or July 2009 and the maturity date may occur in June or July 2011. Any reference in this term sheet to the month in which the pricing date, the settlement date, or the maturity date will occur is subject to change as specified above.

“MITTS^®” and “Market Index Target-Term Securities^®” are registered service marks of our subsidiary, Merrill Lynch & Co., Inc.

Merrill Lynch & Co.		Banc of America Investment Services, Inc.
	June     , 2009

Units Currency Market Index Target-Term Securities® Linked to an Asian Currency Basket, due July     , 2011 $10 principal amount per unit Term Sheet No.	Expected Pricing Date* Settlement Date* Maturity Date* CUSIP No.	June     , 2009 July     , 2009 July     , 2011
•      100% - 130% participation in increases in the value of an Asian Currency Basket, which tracks the Chinese renminbi (yuan), the Indonesian rupiah, the Singapore dollar, and the South Korean won relative to the U.S. dollar •      95% principal protection at maturity •      A maturity of approximately 2 years •      No periodic interest payments •      No listing on any securities exchange •      This debt is not guaranteed under the Federal Deposit Insurance Corporation’s Temporary •      Liquidity Guarantee Program

Summary

The Currency Market Index Target-Term Securities^® Linked to an Asian Currency Basket, due July     , 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 an “Asian Currency Basket” which tracks the value of an equally weighted investment in the Chinese renminbi (yuan), the Indonesian rupiah, the Singapore dollar, and the South Korean won (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 100% to 130% participation rate in increases in the value of the Asian Currency Basket from the Starting Value, as determined 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 underlying currencies will appreciate 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 that is up to 5% 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-3.

Terms of the MITTS

Issuer:	Bank of America Corporation (“BAC”)
Original Offering Price:	$10 per unit
Base Value:	$10 per unit
Term:	Approximately 2 years
Exchange Rate Measure:	An Asian Currency Basket which tracks an equally weighted investment in the Chinese renminbi (yuan), the Indonesian rupiah, the Singapore dollar, and the South Korean won, based on the exchange rate for each underlying currency relative to the U.S. dollar.
Initial Exchange Rate:	The Initial Exchange Rate for each underlying currency will be determined on the pricing date and set forth in the final term sheet made available in connection with the sale of the MITTS.
Starting Value:	The Starting Value of the Asian Currency Basket will be set to 100 on the pricing date.
Ending Value:	The value of the Asian Currency Basket on the calculation day, calculated based upon the exchange rate of each underlying currency on that day, as described below under “The Asian Currency Basket.” If it is determined that the scheduled calculation day is not a business day, the Ending Value will be determined as more fully described in product supplement MITTS-3.
Calculation Day:	The fifth scheduled business day immediately prior to the maturity date, determined as of the pricing date and set forth in the final term sheet made available in connection with sales of the MITTS.
Participation Rate:	The Participation Rate will be between 100% and 130%. The actual Participation Rate will be determined on the pricing date and set forth in the final term sheet made available in connection with sales of the MITTS.
Minimum Redemption Amount:	$9.500 per unit
Calculation Agent:	Merrill Lynch Capital Services, Inc., a subsidiary of BAC

Determining the Redemption

Amount for the MITTS

On the maturity date, you will receive a cash payment per MITTS (the “Redemption Amount”) calculated as follows:

TS-2

Hypothetical Payout Profile

This graph reflects the hypothetical returns on the MITTS at maturity, based on the hypothetical Participation Rate of 115% (the midpoint of the Participation Rate range of 100% to 130%), the Base Value of $10, and the Minimum Redemption Amount of $9.500. 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 Asian Currency Basket.   This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual Participation Rate and Ending Value, and the term of your investment.

Hypothetical Redemption Amounts

Examples

Set forth below are three examples of Redemption Amount calculations (rounded to three decimal places) payable at maturity, based upon the Base Value of $10 (per unit), the Minimum Redemption Amount of $9.500 (per unit), the Starting Value of 100.00, and a hypothetical Participation Rate of 115% (the midpoint of the Participation Rate range of $100% to 130%):

Example 1 — The hypothetical Ending Value is equal to 50.00:

Redemption Amount (per unit) = $9.500 (The Redemption Amount cannot be less than the Minimum Redemption Amount.)

Example 2 — The hypothetical Ending Value is equal to 97.00:

Redemption Amount (per unit) =	$10 –	[	$10 ×	(	100.00 - 97.00	)	]	= $9.700
					100.00

Example 3 — The hypothetical Ending Value is equal to 115.00:

Redemption Amount (per unit) =	$10 +	[	$10 × 115% x	(	115.00 - 100.00	)	]	= $11.725
					100.00

The actual Redemption Amount will be based upon the actual Participation Rate and the actual Ending Value, which will be determined by the calculation agent on the calculation day. The Ending Value will be based upon the exchange rate of each underlying currency on the calculation day, as described in this term sheet in the section “The Asian Currency Basket.”

TS-3

The following table illustrates, for the Starting Value of 100 and a range of hypothetical Ending Values of the Asian 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 three 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 reflects a hypothetical Participation Rate of 115% (the midpoint of the Participation Rate range of 100% to 130%), the Base Value of $10 per unit, and the Minimum Redemption Amount of $9.500 per unit.

Hypothetical Ending Value	Percentage Change from the Starting Value to the Hypothetical Ending Value	Hypothetical Redemption Amount per Unit	Total Rate of Return on the MITTS	Pretax Annualized Rate of Return on the MITTS (1)
50.00	-50.00%	$9.500	-5.00%	-2.55%
55.00	-45.00%	$9.500	-5.00%	-2.55%
60.00	-40.00%	$9.500	-5.00%	-2.55%
65.00	-35.00%	$9.500	-5.00%	-2.55%
70.00	-30.00%	$9.500	-5.00%	-2.55%
75.00	-25.00%	$9.500	-5.00%	-2.55%
80.00	-20.00%	$9.500	-5.00%	-2.55%
85.00	-15.00%	$9.500	-5.00%	-2.55%
90.00	-10.00%	$9.500	-5.00%	-2.55%
95.00	-5.00%	$9.500 (2)	-5.00%	-2.55%
97.00	-3.00%	$9.700	-3.00%	-1.52%
98.00	-2.00%	$9.800	-2.00%	-1.01%
99.00	-1.00%	$9.900	-1.00%	-0.50%
100.00 (3)	0.00%	$10.000	0.00%	0.00%
105.00	5.00%	$10.575	5.75%	2.82%
110.00	10.00%	$11.150	11.50%	5.52%
115.00	15.00%	$11.725	17.25%	8.12%
120.00	20.00%	$12.300	23.00%	10.62%

(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 May 23, 2009 to May 23, 2011, a term expected to be similar to that of the MITTS.

(2) The Redemption Amount will not be less than the Minimum Redemption Amount of $9.500 per unit of the MITTS.

(3) The Starting Value of the Asian Currency Basket will be set to 100 on the pricing date.

The above figures are for purposes of illustration only. The actual amount you receive and the resulting total and pretax annualized rates of return will depend on the actual Participation Rate and Ending Value, and the term of your investment.

TS-4

Risk Factors

An investment in the MITTS involves significant risks. The following is a list of certain of the risks involved in investing in the MITTS. You should carefully review the more detailed explanation of risks relating to the MITTS in the “Risk Factors” sections included in product supplement MITTS-3 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 Asian Currency Basket.

§ In seeking to provide you with what we believe to be commercially reasonable terms for the MITTS while providing the selling agents with compensation for their services, we have considered the costs of developing, hedging, and distributing the MITTS.

§ We cannot assure you that a trading market for your MITTS will ever develop or be maintained.

§ The Redemption Amount will not be affected by all developments relating to the Asian Currency Basket.

§ If you attempt to sell your 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 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 your 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 China, Indonesia, Singapore, South Korea, and the United States.

§ Even though currencies trade around-the-clock, your MITTS will not trade around-the-clock, and the prevailing market prices for your 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 your 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-3.

Additional Risk Factor

The exchange rate of the Chinese renminbi is currently managed by the Chinese government.

On July 21, 2005, the People’s Bank of China, with the authorization of the State Council of the People’s 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 People’s Bank of China resets daily. After the closing of the market on each business day, the People’s 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 May 19, 2009, was 6.82 renminbi (yuan) per U.S. dollar. The People’s 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 0.5 percent around the central parity published by the People’s 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 People’s Bank of China. The People’s 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 People’s 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 Asian Currency Basket. However, further changes in the Chinese government’s management of the renminbi (yuan) could result in a significant movement in the U.S. dollar/renminbi (yuan) exchange rate. Assuming the value of all other underlying currencies remain constant, a decrease in the value of the renminbi (yuan), whether as a result of a change in the government’s management of the currency or for other reasons, would result in a decrease in the value of the Asian Currency Basket.

TS-5

Investor Considerations

You may wish to consider an investment in the MITTS if:

§ You anticipate that the Ending Value will be greater than the Starting Value. In other words, you anticipate that the value of the Asian Currency Basket will appreciate over the term of the MITTS.

§ You anticipate that the exchange rates of the underlying currencies will decrease over the term of the MITTS.

§ You accept that you may lose up to 5% of your original investment amount if the Ending Value is less than the Starting Value.

§ You are willing to forgo interest payments on the MITTS, such as fixed or floating rate interest paid on traditional interest bearing debt securities.

§ You are willing to accept that a trading market is not expected to develop for the MITTS. You understand that secondary market prices for the MITTS, if any, will be affected by various factors, including our perceived creditworthiness.

The MITTS may not be an appropriate investment for you if:

§ You anticipate that the Ending Value will be less than the Starting Value. In other words, you anticipate that the value of the Asian Currency Basket will depreciate over the term of the MITTS.

§ You anticipate that the exchange rates of the underlying currencies will increase over the term of the MITTS.

§ You seek 100% principal protection or preservation of capital.

§ You seek interest payments or other current income on your investment.

§ You seek assurances that there will be a liquid market if and when you want to sell the MITTS prior to maturity.

Other Provisions

We may 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, if the initial settlement of the MITTS occurs more than three business days from the pricing date, purchasers who wish to trade 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 these offered securities, you are consenting to each of MLPF&S and its broker-dealer affiliate First Republic acting as a principal in effecting the transaction for your account. MLPF&S, First Republic, and BAI are acting as underwriters and/or selling agents for this offering and will receive underwriting compensation from BAC.

Supplement to the Plan of Distribution

MLPF&S, First Republic, and BAI, each a broker-dealer subsidiary of BAC, are members of the Financial Industry Regulatory Authority, Inc. (formerly the National Association of Securities Dealers, Inc. (the “NASD”)) and will participate in the distribution of the MITTS. Accordingly, offerings of the MITTS will conform to the requirements of NASD Rule 2720. MLPF&S and First Republic will purchase the MITTS as principal, while BAI will use its best efforts to sell the MITTS. In the original offering of the MITTS, the MITTS will be sold in minimum investment amounts of 1,000 units.

MLPF&S, First Republic, and BAI may use this Note Prospectus for offers and sales in secondary market transactions and market-making transactions in the MITTS but are not obligated to engage in such secondary market transactions and/or market-making transactions. MLPF&S, First Republic, and BAI 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 Asian Currency Basket

The MITTS are designed to allow investors to participate in the movements of the Asian Currency Basket over the term of the MITTS. The Asian Currency Basket is designed to track the value of an equally weighted investment in the Chinese renminbi (yuan), the Indonesian rupiah, the Singapore dollar, and the South Korean won, based on the exchange rate of each underlying currency relative to the U.S. dollar.

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 decreased against the U.S. dollar and a decrease in the applicable exchange rate means that the value of the relevant underlying currency has increased against the U.S. dollar. Investors should be of the view that the value of the Asian Currency Basket will appreciate over the term of the MITTS (i.e., the exchange rates of the underlying currencies will decrease 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:

§ 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.

§ Indonesian rupiah: the number of Indonesian rupiah for which one U.S. dollar can be exchanged as reported by Reuters on page ABSIRFIX01, or any substitute page thereto, at approximately 11:00 a.m. in Singapore.

§ Singapore dollar: the number of Singapore dollars for which one U.S. dollar can be exchanged as reported by Reuters on page ABSIRFIX01, or any substitute page thereto, at approximately 11:00 a.m. in Singapore.

§ South Korean won: the number of South Korean won for which one U.S. dollar can be exchanged as reported by Reuters on page KFTC18, or any substitute page thereto, at approximately 1:30 a.m. in New York City.

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 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 calculation day 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 for deposits in the relevant currencies. 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 calculation day.

The Starting Value will be set to 100 on the pricing date.

The Ending Value will equal the value of the Asian Currency Basket on the calculation day.

The value of the Asian Currency Basket on the calculation day will equal: 100 + 100 x (the sum of the Weighted Return for each exchange rate), rounded to two decimals.

The Weighted Return for each exchange rate will be determined by the calculation agent as follows:

§    Chinese renminbi (yuan):	Exchange Rate Weighting x	(	Initial Exchange Rate - Final Exchange Rate	)
			Final Exchange Rate
§    Indonesian rupiah:	Exchange Rate Weighting x	(	Initial Exchange Rate - Final Exchange Rate	)
			Final Exchange Rate
§    Singapore dollar:	Exchange Rate Weighting x	(	Initial Exchange Rate - Final Exchange Rate	)
			Final Exchange Rate
§    South Korean won:	Exchange Rate Weighting x	(	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 appreciates relative to the U.S. dollar and being negative when that underlying currency depreciates relative to the U.S. dollar. Assuming the exchange rates for every other underlying currency remain the same, any appreciation of an underlying currency relative to the U.S. dollar will result in an increase in the Ending Value while any depreciation of an underlying currency relative to the U.S. dollar will result in a decrease in the Ending Value.

The appreciation of an underlying currency relative to the U.S. dollar will result in a decrease in the applicable exchange rate, while the depreciation 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 25%, reflecting an equal weighting for each underlying currency in the Asian Currency Basket.

TS-7

The “Initial Exchange Rate” for each exchange rate will be determined on the pricing date and will be set forth in the final term sheet made available in connection with sales of the MITTS.

The “Final Exchange Rate” for each exchange rate will be determined on the calculation day.

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 hypothetical Initial Exchange Rates (based upon each exchange rate as of May 19, 2009) and assuming hypothetical Final Exchange Rates for each exchange rates as follows.

Example 1:

Underlying Currency	Exchange Rate Weighting	Hypothetical Initial Exchange Rate	Hypothetical Final Exchange Rate
Chinese renminbi (yuan)	25.00%	6.8246	7.1658
Indonesian rupiah	25.00%	10,296.0000	10,810.8000
Singapore dollar	25.00%	1.4631	1.3168
South Korean won	25.00%	1,249.2500	1,186.7875

The hypothetical Weighted Return for each exchange rate is determined as follows:

§    Chinese renminbi (yuan):	25% x	(	6.8246 - 7.1658	)	= -1.19%
			7.1658

§    Indonesian rupiah:	25% x	(	10,296.0000 - 10,810.8000	)	= -1.19%
			10,810.8000

§    Singapore dollar:	25% x	(	1.4631 - 1.3168	)	= 2.78%
			1.3168

§    South Korean won:	25% x	(	1,249.2500 - 1,186.7875	)	= 1.32%
			1,186.7875

The hypothetical Ending Value would be 101.72, determined as follows:

100 + 100 x (sum of the Weighted Return for each exchange rate), rounded to two decimals

100 + 100 x (-1.19 - 1.19 + 2.78 + 1.32)%

100 + 100 x (1.72%) = 101.72

Example 2:

Underlying Currency	Exchange Rate Weighting	Hypothetical Initial Exchange Rate	Hypothetical Final Exchange Rate
Chinese renminbi (yuan)	25.00%	6.8246	6.4834
Indonesian rupiah	25.00%	10,296.0000	9,781.2000
Singapore dollar	25.00%	1.4631	1.6094
South Korean won	25.00%	1,249.2500	1,311.7125

The hypothetical Weighted Return for each exchange rate is determined as follows:

§    Chinese renminbi (yuan):	25% x	(	6.8246 - 6.4834	)	= 1.32%
			6.4834

§    Indonesian rupiah:	25% x	(	10,296.0000 - 9,781.2000	)	= 1.32%
			9,781.2000

§    Singapore dollar:	25% x	(	1.4631 - 1.6094	)	= -2.27%
			1.6094

§    South Korean won:	25% x	(	1,249.2500 - 1,311.7125	)	= -1.19%
			1,311.7125

The hypothetical Ending Value would be 99.18, determined as follows:

100 + 100 x (sum of the Weighted Return for each exchange rate), rounded to two decimals

100 + 100 x (1.32 + 1.32 - 2.27 - 1.19)%

100 + 100 x (-0.82%) = 99.18

TS-8

Historical Data on the Exchange Rates:

The following tables set forth the high and low daily exchange rates for each underlying currency for the calendar quarters from January 2004 through May 19, 2009. 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 Asian 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.

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 January 2004 through May 19, 2009. On May 19, 2009, the exchange rate for the Chinese renminbi (yuan) was 6.8246 Chinese renminbi (yuan) per U.S. dollar, as reported by Reuters on page SAEC at 9:30 a.m. in Beijing, China. The Initial Exchange Rate for the Chinese renminbi (yuan) will be determined by the calculation agent on the pricing date and will be set forth in the final term sheet made available in connection with sales of the MITTS.

	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	7.8045
2007
First Quarter	7.8143	7.7269
Second Quarter	7.7350	7.6151
Third Quarter	7.6059	7.5036
Fourth Quarter	7.5276	7.3036
2008
First Quarter	7.3041	7.0116
Second Quarter	7.0185	6.8544
Third Quarter	6.8792	6.8113
Fourth Quarter	6.8871	6.8171
2009
First Quarter	6.8519	6.8270
Second Quarter (through May 19, 2009)	6.8365	6.8336

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Indonesian rupiah

The following table sets forth the highest and lowest daily exchange rates for the Indonesian rupiah for the calendar quarters from January 2004 through May 19, 2009. On May 19, 2009, the exchange rate for the Indonesian rupiah was 10,296.0000 Indonesian rupiah per U.S. dollar, as reported by Reuters on page ABSIRFIX01 at 11:00 a.m. in Singapore. The Initial Exchange Rate for the Indonesian rupiah will be determined by the calculation agent on the pricing date and will be set forth in the final term sheet made available in connection with sales of the MITTS.

	High	Low
2004
First Quarter	8,663.0000	8,317.0000
Second Quarter	9,440.0000	8,573.0000
Third Quarter	9,370.0000	8,800.0000
Fourth Quarter	9,320.0000	8,938.0000
2005
First Quarter	9,515.0000	9,135.0000
Second Quarter	9,760.0000	9,430.0000
Third Quarter	10,775.0000	9,725.0000
Fourth Quarter	10,303.0000	9,685.0000
2006
First Quarter	9,815.0000	9,045.0000
Second Quarter	9,495.0000	8,703.0000
Third Quarter	9,295.0000	9,045.0000
Fourth Quarter	9,228.0000	8,995.0000
2007
First Quarter	9,255.0000	8,973.0000
Second Quarter	9,125.0000	8,675.0000
Third Quarter	9,480.0000	9,000.0000
Fourth Quarter	9,433.0000	9,053.0000
2008
First Quarter	9,458.0000	9,060.0000
Second Quarter	9,355.0000	9,189.0000
Third Quarter	9,506.0000	9,073.0000
Fourth Quarter	12,650.0000	9,478.0000
2009
First Quarter	12,100.0000	9,060.0000
Second Quarter (through May 19, 2009)	11,595.0000	10,296.0000

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Singapore dollar

The following table sets forth the highest and lowest daily exchange rates for the Singapore dollar for the calendar quarters from January 2004 through May 19, 2009. On May 19, 2009, the exchange rate for the Singapore dollar was 1.4631 Singapore dollars per U.S. dollar, as reported by Reuters on page ABSIRFIX01 at 11:00 a.m. in Singapore. The Initial Exchange Rate for the Singapore dollar will be determined by the calculation agent on the pricing date and will be set forth in the final term sheet made available in connection with sales of the MITTS.

	High	Low
2004
First Quarter	1.7161	1.6716
Second Quarter	1.7272	1.6664
Third Quarter	1.7277	1.6840
Fourth Quarter	1.6914	1.6314
2005
First Quarter	1.6525	1.6191
Second Quarter	1.6859	1.6346
Third Quarter	1.7005	1.6464
Fourth Quarter	1.7060	1.6620
2006
First Quarter	1.6605	1.6140
Second Quarter	1.6157	1.5608
Third Quarter	1.5953	1.5673
Fourth Quarter	1.5906	1.5344
2007
First Quarter	1.5450	1.5159
Second Quarter	1.5427	1.5102
Third Quarter	1.5342	1.4852
Fourth Quarter	1.4821	1.4393
2008
First Quarter	1.4478	1.3756
Second Quarter	1.3841	1.3501
Third Quarter	1.4393	1.3482
Fourth Quarter	1.5301	1.4301
2009
First Quarter	1.5549	1.3756
Second Quarter (through May 19, 2009)	1.5189	1.4593

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South Korean won

The following table sets forth the highest and lowest daily exchange rates for the South Korean won for the calendar quarters from January 2004 through May 19, 2009. On May 19, 2009, the exchange rate for the South Korean won was 1,249.2500 South Korean won per U.S. dollar, as reported by Reuters on page KFTC18 at 1:30 a.m. in New York City. The Initial Exchange Rate for the South Korean won will be determined by the calculation agent on the pricing date and will be set forth in the final term sheet made available in connection with sales of the MITTS.

	High	Low
2004
First Quarter	1,195.0500	1,147.2700
Second Quarter	1,188.2500	1,140.3000
Third Quarter	1,170.1000	1,144.1500
Fourth Quarter	1,152.4500	1,035.1000
2005
First Quarter	1,058.9000	999.8500
Second Quarter	1,034.5000	996.5000
Third Quarter	1,054.0000	1,012.0000
Fourth Quarter	1,058.5000	1,009.3500
2006
First Quarter	1,007.9500	961.6000
Second Quarter	970.8000	927.8000
Third Quarter	965.9000	942.0000
Fourth Quarter	963.9000	913.9200
2007
First Quarter	951.3500	925.6500
Second Quarter	937.3200	922.4500
Third Quarter	950.5000	913.9500
Fourth Quarter	943.6500	900.7500
2008
First Quarter	1,029.2000	935.7500
Second Quarter	1,049.4900	973.7500
Third Quarter	1,206.8500	1,002.7000
Fourth Quarter	1,514.0000	1,187.5500
2009
First Quarter	1,570.6500	935.7500
Second Quarter (through May 19, 2009)	1,379.7500	1,237.8000

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While historical information on the Asian Currency Basket will not exist before the pricing date, the following graph sets forth hypothetical monthly historical values of the Asian Currency Basket from December 2003 through April 2009 based upon historical exchange rates as of the end of each month. For purposes of this graph, the value of the Asian Currency Basket was set to 100 as of December 31, 2003 and the value of the Asian 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 Asian 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 Asian Currency Basket or what the value of the MITTS may be. Any historical upward or downward trend in the value of the Asian Currency Basket during any period set forth below is not an indication that the Ending Value will be greater than the Starting Value.

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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 holder’s 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-3, 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-3.

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 holder’s tax basis in the MITTS. A U.S. Holder’s 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. Holder’s 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.

Hypothetical Tax Accrual Table. The following table is based upon a hypothetical projected payment schedule (including a hypothetical Redemption Amount) and a hypothetical comparable yield equal to 3.20% per annum (compounded annually), which is our current estimate of the comparable yield, based upon market conditions as of the date of this term sheet as determined by us for purposes of illustrating the application of the Code and the Treasury regulations to the MITTS as if the MITTS had been issued on July 2, 2009 and were scheduled to mature on July 6, 2011. This tax accrual table is based upon a hypothetical projected payment schedule per $10 principal amount of the MITTS, which would consist of a single payment of $10.6540 at maturity. The following table is for illustrative purposes only, and we make no representations or predictions as to what the actual Redemption Amount will be. The actual “projected payment schedule” will be completed on the pricing date, and included in the final term sheet.

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Accrual Period	Interest Deemed to Accrue on MITTS During Accrual Period (per Unit of the MITTS)		Total Interest Deemed to Have Accrued on MITTS as of End of Accrual Period (per Unit of the MITTS)
July 2, 2009 to December 31, 2009	$	0.1591	$	0.1591
January 1, 2010 to December 31, 2010	$	0.3251	$	0.4842
January 1, 2011 to July 6, 2011	$	0.1698	$	0.6540

Hypothetical Projected Redemption Amount = $10.6540 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-3.

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Additional Terms

You should read this term sheet, together with the documents listed below (collectively, the “Note Prospectus”), 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 Factors” 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-3 dated May 27, 2009:

http://www.sec.gov/Archives/edgar/data/70858/000119312509119151/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 at maturity, 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 are not structured to 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 are not structured to 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.

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