424B2 1 d424b2.htm TERM SHEET NO. 454 Term Sheet No. 454

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 a Basket of Asian Currencies, due October 1, 2012

  1,489,152   $10.00   $14,857,045   $1,059.31
 
 
(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

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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 Currency MITTS and a conventional debt security, including different investment risks. See “Risk Factors” on page TS-5 of this term sheet and beginning on page S-13 of product supplement MITTS-4. Currency 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 (1)

   $ 10.000      $ 14,857,045.00

Underwriting discount (1)

   $ 0.175      $ 226,126.60

Proceeds, before expenses, to Bank of America Corporation

   $ 9.825      $ 14,630,918.40

 

  (1)

The public offering price and underwriting discount for any purchase of 500,000 units or more in a single transaction by an individual investor will be $9.95 per unit and $0.125 per unit, respectively. The public offering price and underwriting discount for an aggregate of 197,000 units purchased by certain fee-based trusts and fee-based discretionary accounts managed by U.S. Trust operating through Bank of America, N.A. will be $9.825 per unit and $0.00 per unit, respectively.

 

Merrill Lynch & Co.
September 23, 2010

 

1,489,152 Units

Currency Market Index Target-Term Securities®

Linked to a Basket of Asian Currencies,

due October 1, 2012

$10 principal amount per unit

Term Sheet No. 454

Pricing Date

Settlement Date

Maturity Date

CUSIP No.

September 23, 2010

October 1, 2010

October 1, 2012

06052K745


 

Currency Market Index Target-Term Securities®

210% participation in any increase in the value of a Basket of Asian Currencies, which represents a long position in the Philippine peso, the Malaysian ringgit, the Indian rupee, and the Indonesian rupiah relative to the U.S. dollar

90% principal protected at maturity against decreases in the value of the Basket of Asian Currencies

A maturity of two 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


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Summary

The Currency Market Index Target-Term Securities® Linked to a Basket of Asian Currencies, due October 1, 2012 (the “Currency MITTS”) are our senior unsecured debt securities. The Currency MITTS are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The Currency MITTS will rank equally with all of our other unsecured and unsubordinated debt, and any payments due on the Currency MITTS, including any repayment of principal, will be subject to the credit risk of BAC.

The Exchange Rate Measure to which the Currency MITTS are linked is a “Basket of Asian Currencies,” which tracks the value of an equally weighted investment in the Philippine peso, the Malaysian ringgit, the Indian rupee, and the Indonesian rupiah (each an “underlying currency”), based on the exchange rate for each underlying currency relative to the U.S. dollar.

The Currency MITTS provide investors with a 210% participation rate in increases in the value of the Basket of Asian Currencies from the Starting Value, which was set to 100.00 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 Basket of Asian Currencies will increase (that is, the underlying currencies will strengthen relative to the U.S. dollar) over the term of the Currency MITTS. Investors must be willing to forgo interest payments on the Currency 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.

 

Terms of the Currency MITTS

 

Issuer:  

Bank of America Corporation (“BAC”)

 

Original Offering Price:  

$10.00 per unit

 

Base Value:  

$10.00 per unit

 

Term:  

Two years

 

Exchange Rate Measure:  

A Basket of Asian Currencies, which tracks the value of an equally weighted investment in the Philippine peso, the Malaysian ringgit, the Indian rupee, and the Indonesian rupiah, based on the exchange rate for each underlying currency relative to the U.S. dollar

 

Initial Exchange Rates:  

43.9690 for the Philippine peso, 3.0917 for the Malaysian ringgit, 45.5900 for the Indian rupee, and 8,952.0000 for the Indonesian rupiah.

 

Starting Value:  

100.00

 

Ending Value:  

The value of the Basket of Asian Currencies on the calculation day, calculated based upon the exchange rate of each underlying currency on that day, as described on page TS-7 under “The Basket of Asian Currencies.” If it is determined that the scheduled calculation day is not a business day, or if the exchange rate for any underlying currency is not quoted on the scheduled calculation day, the Ending Value will be determined as more fully described on page TS-7.

 

Calculation Day:  

September 24, 2012

 

Participation Rate:  

210%

 

Minimum Redemption Amount:  

$9.00 per unit

 

Calculation Agent:  

Merrill Lynch Capital Services, Inc., a subsidiary of BAC

 

Determining the Redemption Amount for the Currency MITTS

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

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TS-2

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Hypothetical Payout Profile

 

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This graph reflects the hypothetical returns on the Currency MITTS at maturity, based upon the Participation Rate of 210%, the Base Value of $10.00, and the Minimum Redemption Amount of $9.00. The blue line reflects the hypothetical returns on the Currency MITTS, while the dotted gray line reflects the hypothetical returns of a direct investment in the Basket of Asian Currencies.

 

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 210%.

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

 

Redemption Amount (per unit) = the greater of (a)  

 

$10 –

  [   $10 ×   (     100.00 – 50.00  

 

  )]   = $5.00 and (b) $9.00
         

 

100.00  

   

Redemption Amount (per unit) = $9.00 (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  

 

  )]   = $9.70
         

 

100.00  

   

Example 3—The hypothetical Ending Value is equal to 120.00:

 

Redemption Amount (per unit) =  

 

$10 +

  [   $10 × 210% ×   (     120.00 – 100.00  

 

  )]   = $14.20
         

 

100.00  

   

 

TS-3

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The following table illustrates, for the Starting Value of 100.00 and a range of hypothetical Ending Values of the Basket of Asian Currencies:

 

  §  

the percentage change from the Starting Value to the hypothetical Ending Value;

  §  

the hypothetical Redemption Amount per unit of the Currency MITTS (rounded to two decimal places); and

  §  

the total rate of return to holders of the Currency MITTS.

The table below is based on the Participation Rate of 210%, the Base Value of $10.00 (per unit), and the Minimum Redemption Amount of $9.00 (per unit).

 

Hypothetical

Ending Value

 

Percentage Change

from the

Starting Value

to the Hypothetical

Ending Value

 

Hypothetical

Redemption

Amount

per Unit(1)

 

Total Rate

of Return on

the Currency MITTS

  50.00   -50.00%     $9.00     -10.00%
  55.00   -45.00%     $9.00     -10.00%
  60.00   -40.00%     $9.00     -10.00%
  65.00   -35.00%     $9.00     -10.00%
  70.00   -30.00%     $9.00     -10.00%
  75.00   -25.00%     $9.00     -10.00%
  80.00   -20.00%     $9.00     -10.00%
  85.00   -15.00%     $9.00     -10.00%
  90.00   -10.00%         $9.00(2)     -10.00%
  95.00     -5.00%     $9.50       -5.00%
  97.00     -3.00%     $9.70       -3.00%
  98.00     -2.00%     $9.80       -2.00%
  99.00     -1.00%     $9.90       -1.00%
    100.00(3)      0.00%   $10.00        0.00%
105.00      5.00%   $11.05      10.50%
110.00    10.00%   $12.10      21.00%
115.00    15.00%   $13.15      31.50%
120.00    20.00%   $14.20      42.00%
125.00    25.00%   $15.25      52.50%
130.00    30.00%   $16.30      63.00%
135.00    35.00%   $17.35      73.50%
140.00    40.00%   $18.40      84.00%
145.00    45.00%   $19.45      94.50%
150.00    50.00%   $20.50   105.00%

 

(1) The Redemption Amount per unit of the Currency MITTS is based on the Participation Rate.

 

(2) The Redemption Amount will not be less than the Minimum Redemption Amount of $9.00 per unit of the Currency MITTS.

 

(3) This is the Starting Value.

The above figures are for purposes of illustration only. The actual Redemption Amount and the resulting total rate of return will depend on the actual Ending Value and the term of your investment.

 

TS-4

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Risk Factors

There are important differences between the Currency MITTS and a conventional debt security. An investment in the Currency MITTS involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the Currency MITTS in the “Risk Factors” sections beginning on page S-13 of product supplement MITTS-4 and page S-4 of 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 Currency 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 Basket of Asian Currencies.

 

  §  

In seeking to provide you with what we believe to be commercially reasonable terms for the Currency MITTS, while providing MLPF&S with compensation for its services, we have considered the costs of developing, hedging, and distributing the Currency MITTS.

 

  §  

A trading market is not expected to develop for the Currency MITTS. MLPF&S is not obligated to make a market for, or to repurchase, the Currency MITTS.

 

  §  

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

 

  §  

Changes in the values of the underlying currencies may offset each other.

 

  §  

If you attempt to sell the Currency 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 Currency MITTS are subject to our credit risk, and changes in our credit ratings are expected to affect the value of the Currency 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 Currency 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 Currency MITTS depends on the exchange rates of the underlying currencies, which are affected by many complex factors outside of our control.

 

  §  

The exchange rates could be affected by the actions of the governments of the Philippines, Malaysia, India, Indonesia, and the United States.

 

  §  

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

 

  §  

The Currency 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 Currency MITTS are uncertain and may be adverse to a holder of the Currency MITTS. See “Summary Tax Consequences” and “Certain U.S. Federal Income Taxation Considerations” below and “U.S. Federal Income Tax Summary” beginning on page S-56 of product supplement MITTS-4.

Investor Considerations

 

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

 

§  

You anticipate that the Ending Value will be greater than the Starting Value. In other words, you anticipate that the underlying currencies will strengthen relative to the U.S. dollar over the term of the Currency MITTS.

 

§  

You accept that you will lose up to 10% of your original investment amount if the Ending Value is less than the Starting Value.

 

§  

You are willing to forgo interest payments on the Currency 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 Currency MITTS. You understand that secondary market prices for the Currency MITTS, if any, will be affected by various factors, including our actual and perceived creditworthiness.

 

§  

You are willing to make an investment, the payments on which depend on our creditworthiness, as the issuer of the Currency MITTS.

 

The Currency 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 underlying currencies will weaken relative to the U.S. dollar over the term of the Currency 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 Currency MITTS prior to maturity.

 

§  

You are unwilling or are unable to assume the credit risk associated with us, as the issuer of the Currency MITTS.


 

TS-5

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Other Provisions

We will deliver the Currency 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 Currency 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 Currency 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 Currency MITTS. Accordingly, offerings of the Currency MITTS will conform to the requirements of NASD Rule 2720. Under our distribution agreement with MLPF&S, MLPF&S will purchase the Currency MITTS from us on the issue date as principal at the purchase price indicated on the cover of this term sheet, less the indicated underwriting discount. MLPF&S will not receive an underwriting discount for Currency MITTS sold to certain fee-based trusts and fee-based discretionary accounts managed by U.S. Trust operating through Bank of America, N.A. In the original offering of the Currency MITTS, the Currency MITTS will be sold in minimum investment amounts of 100 units.

MLPF&S may use this Note Prospectus for offers and sales in secondary market transactions and market-making transactions in the Currency 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

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The Basket of Asian Currencies

The Currency MITTS are designed to allow investors to participate in the movements of the Basket of Asian Currencies over the term of the Currency MITTS. The Basket of Asian Currencies is designed to track the value of an equally weighted investment in the Philippine peso, the Malaysian ringgit, the Indian rupee, and the Indonesian rupiah, based on the exchange rate of each underlying currency relative to the U.S. dollar. The Currency MITTS provide upside participation at maturity if the value of the Basket of Asian Currencies increases (that is, the underlying currencies strengthen relative to the U.S. dollar) over the term of the Currency 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, and 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 Currency MITTS, investors should be of the view that the value of the Basket of Asian Currencies will increase over the term of the Currency MITTS (that is, 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 Initial Exchange Rate was determined, and the Final Exchange Rate will be determined, as follows:

 

  Ÿ Philippine peso: the number of Philippine pesos for which one U.S. dollar can be exchanged as reported by Reuters on page PDSPESO, or any substitute page thereto, under USD, at approximately 11:00 a.m. in Manila, Philippines.

 

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

 

  Ÿ 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.

 

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

If the calculation agent determines that the scheduled calculation day is not a business day by reason of an extraordinary event, occurrence, declaration, or otherwise, or the exchange rate for an underlying currency is not so quoted on the applicable page indicated above on the scheduled calculation day (each, a “Non-Publication Event”), then the calculation agent will determine the Final Exchange Rate for that underlying currency on the next applicable business day on which the exchange rate is so quoted. However, in no event will the determination of the Final Exchange Rate for any underlying currency be postponed to a date that is later than the close of business in New York, New York on the second scheduled business day prior to the maturity date (the “final determination date”).

If, following a Non-Publication Event and postponement as described above, the exchange rate for any underlying currency remains not quoted on the final determination date, the Final Exchange Rate for that currency will nevertheless be determined on the final determination date. The calculation agent, in its sole discretion, will determine the Final Exchange Rate for that underlying currency, the applicable Weighted Return, and the Ending Value of the Basket of Asian Currencies in a manner which the calculation agent considers commercially reasonable under the circumstances. In making its determination, the calculation agent may take into account spot quotations for the applicable underlying currency and any other information that it deems relevant.

The Final Exchange Rate for each underlying currency that is not affected by a Non-Publication Event will be determined on the scheduled calculation day.

The Starting Value was set to 100.00 on the pricing date.

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

The value of the Basket of Asian Currencies on the calculation day will equal: 100 + 100 × (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:

 

Ÿ     Philippine peso:

   Exchange Rate Weighting ×   (  

Initial Exchange Rate – Final Exchange Rate

 

  )
       Final Exchange Rate  

 

Ÿ     Malaysian ringgit:

   Exchange Rate Weighting ×   (  

Initial Exchange Rate – Final Exchange Rate

 

  )
       Final Exchange Rate  

 

Ÿ     Indian rupee:

   Exchange Rate Weighting ×   (  

Initial Exchange Rate – Final Exchange Rate

 

  )
       Final Exchange Rate  

 

Ÿ     Indonesian rupiah:

   Exchange Rate Weighting ×   (  

Initial Exchange Rate – Final Exchange Rate

 

  )
       Final Exchange Rate  

 

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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 equals 25%, reflecting an equal weighting for each underlying currency in the Basket of Asian Currencies.

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, subject to postponement as described above.

 

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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
     Hypothetical
Weighted Return

Philippine peso

     25.00%      43.9690      41.7706      1.32%

Malaysian ringgit

     25.00%      3.0917      2.9371      1.32%

Indian rupee

     25.00%      45.5900      68.3850      -8.33%

Indonesian rupiah

     25.00%      8,952.0000      12,085.2000      -6.48%

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

 

Ÿ     Philippine peso:

 

25% ×

   (     43.9690 – 41.7706  

 

   )   = 1.32%
      

 

41.7706

    

Ÿ     Malaysian ringgit:

 

25% ×

   (     3.0917 – 2.9371  

 

   )   = 1.32%
      

 

2.9371

    

Ÿ     Indian rupee:

 

25% ×

   (     45.5900 – 68.3850  

 

   )   = -8.33%
      

 

68.3850

    

Ÿ     Indonesian rupiah:

 

25% ×

   (     8,952.0000 – 12,085.2000  

 

   )   = -6.48%
      

 

12,085.2000

    

The hypothetical Ending Value would be 87.83, determined as follows:

100 + 100 × (sum of the Weighted Return for each exchange rate), rounded to two decimal places

100 + 100 × (1.32 + 1.32 – 8.33 – 6.48)%

100 + 100 × (-12.17%) = 87.83

Example 2:

 

Underlying Currency

     Exchange
Rate Weighting
     Initial
Exchange Rate
     Hypothetical Final
Exchange Rate
     Hypothetical
Weighted Return

Philippine peso

     25.00%      43.9690      39.5721      2.78%

Malaysian ringgit

     25.00%      3.0917      2.7825      2.78%

Indian rupee

     25.00%      45.5900      47.8695      -1.19%

Indonesian rupiah

     25.00%      8,952.0000      8,504.4000      1.32%

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

 

Ÿ     Philippine peso:

 

25% ×

   (     43.9690 – 39.5721  

 

   )   = 2.78%
      

 

39.5721

    

Ÿ     Malaysian ringgit:

 

25% ×

   (     3.0917 – 2.7825  

 

   )   = 2.78%
      

 

2.7825

    

Ÿ     Indian rupee:

 

25% ×

   (     45.5900 – 47.8695

 

   )   = -1.19%
      

 

47.8695

    

Ÿ     Indonesian rupiah:

 

25% ×

   (     8,952.0000 – 8,504,4000  

 

   )   = 1.32%
      

 

8,504.4000

    

The hypothetical Ending Value would be 105.69, determined as follows:

100 + 100 × (sum of the Weighted Return for each exchange rate), rounded to two decimal places

100 + 100 × (2.78 + 2.78 – 1.19 + 1.32)%

100 + 100 × (5.69%) = 105.69

 

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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 2005 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 Basket of Asian Currencies, 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.

Philippine peso

The following table sets forth the high and low daily exchange rates for the Philippine peso for the calendar quarters from the first quarter of 2005 through the pricing date. The Initial Exchange Rate for the Philippine peso was 43.9690 Philippine pesos per U.S. dollar on the pricing date.

 

             High                    Low        

2005

     

First Quarter

   56.2600    53.9750

Second Quarter

   55.9750    53.9500

Third Quarter

   56.3550    55.5500

Fourth Quarter

   55.9750    52.9950

2006

     

First Quarter

   52.8500    51.0150

Second Quarter

   53.5200    50.9700

Third Quarter

   52.9800    50.0900

Fourth Quarter

   50.1470    49.0300

2007

     

First Quarter

   49.1350    48.0600

Second Quarter

   48.3450    45.5900

Third Quarter

   47.1250    44.7770

Fourth Quarter

   45.1120    41.2150

2008

     

First Quarter

   41.8390    40.2700

Second Quarter

   44.9550    41.4700

Third Quarter

   47.1600    43.7850

Fourth Quarter

   49.9420    46.7430

2009

     

First Quarter

   49.0300    46.4450

Second Quarter

   48.9950    46.9700

Third Quarter

   48.9000    47.2920

Fourth Quarter

   47.7470    46.0000

2010

     

First Quarter

   46.6900    45.1700

Second Quarter

   47.1270    44.2300

Third Quarter (through the pricing date)

   46.5550    43.8900

 

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Malaysian ringgit

The following table sets forth the high and low daily exchange rates for the Malaysian ringgit for the calendar quarters from the first quarter of 2005 through the pricing date. The Initial Exchange Rate for the Malaysian ringgit was 3.0917 Malaysian ringgits per U.S. dollar on the pricing date.

 

             High                    Low        

2005

     

First Quarter

   3.8000    3.8000

Second Quarter

   3.8000    3.8000

Third Quarter

   3.8000    3.7463

Fourth Quarter

   3.7810    3.7695

2006

     

First Quarter

   3.7790    3.6831

Second Quarter

   3.6875    3.5765

Third Quarter

   3.6950    3.6415

Fourth Quarter

   3.6955    3.5270

2007

     

First Quarter

   3.5300    3.4527

Second Quarter

   3.4835    3.3870

Third Quarter

   3.5150    3.4026

Fourth Quarter

   3.4135    3.3115

2008

     

First Quarter

   3.3112    3.1585

Second Quarter

   3.2760    3.1320

Third Quarter

   3.4710    3.2185

Fourth Quarter

   3.6400    3.4362

2009

     

First Quarter

   3.7280    3.4660

Second Quarter

   3.6475    3.4715

Third Quarter

   3.5975    3.4615

Fourth Quarter

   3.4790    3.3605

2010

     

First Quarter

   3.4440    3.2638

Second Quarter

   3.3630    3.1825

Third Quarter (through the pricing date)

   3.2332    3.0905

 

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Indian rupee

The following table sets forth the high and low daily exchange rates for the Indian rupee for the calendar quarters from the first quarter of 2005 through the pricing date. The Initial Exchange Rate for the Indian rupee was 45.5900 Indian rupees per U.S. dollar on the pricing date.

 

             High                    Low        

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

   46.8750    45.7700

Fourth Quarter

   45.8800    44.2700

2007

     

First Quarter

   44.6575    43.0350

Second Quarter

   43.1450    40.4900

Third Quarter

   41.3162    39.7035

Fourth Quarter

   39.9000    39.2775

2008

     

First Quarter

   40.7300    39.2650

Second Quarter

   43.0400    39.7650

Third Quarter

   46.9550    42.0637

Fourth Quarter

   50.2900    46.6100

2009

     

First Quarter

   51.9700    48.2550

Second Quarter

   50.5200    46.9475

Third Quarter

   49.0825    47.5175

Fourth Quarter

   47.7550    46.0912

2010

     

First Quarter

   46.8112    44.9175

Second Quarter

   47.6963    44.2938

Third Quarter (through the pricing date)

   47.3637    45.5850

 

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Indonesian rupiah

The following table sets forth the high and low daily exchange rates for the Indonesian rupiah for the calendar quarters from the first quarter of 2005 through the pricing date. The Initial Exchange Rate for the Indonesian rupiah was 8,952.0000 Indonesian rupiahs per U.S. dollar on the pricing date.

 

           High                Low      

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        10,805.0000    

Second Quarter

   11,595.0000        9,930.0000    

Third Quarter

   10,293.0000        9,658.0000    

Fourth Quarter

   9,665.0000        9,340.0000    

2010

     

First Quarter

   9,428.0000        9,090.0000    

Second Quarter

   9,378.0000        9,008.0000    

Third Quarter (through the pricing date)

   9,071.0000        8,933.0000    

 

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While historical information on the Basket of Asian Currencies did not exist before the pricing date, the following graph sets forth hypothetical monthly historical values of the Basket of Asian Currencies from January 1, 2005 through the pricing date based upon historical exchange rates as of the end of each month. For purposes of this graph, the value of the Basket of Asian Currencies was set to 100 as of December 31, 2004 and the value of the Basket of Asian Currencies 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 Basket of Asian Currencies” 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 Basket of Asian Currencies or what the value of the Currency MITTS may be. Any historical upward or downward trend in the value of the Basket of Asian Currencies 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 Currency MITTS, including the following:

 

  Ÿ Although there are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization, for U.S. federal income tax purposes, of the Currency MITTS, we intend to treat the Currency 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.

 

  Ÿ 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 Currency MITTS without regard to cash, if any, received on the Currency MITTS.

 

  Ÿ Upon a sale, exchange, or retirement of a Currency 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 Currency 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 Currency 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” beginning on page S-56 of product supplement MITTS-4, which you should carefully review prior to investing in the Currency 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 Currency MITTS or other instruments with terms substantially the same as the Currency MITTS. However, although the matter is not free from doubt, under current law, each Currency MITTS should be treated as a debt instrument for U.S. federal income tax purposes. We currently intend to treat the Currency 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 Currency MITTS. You should be aware, however, that the IRS is not bound by our characterization of the Currency MITTS as indebtedness and the IRS could possibly take a different position as to the proper characterization of the Currency MITTS for U.S. federal income tax purposes. If the Currency 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 Currency 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 Currency MITTS could differ materially from the timing and character of income, gain, or loss recognized in respect of a Currency MITTS had the Currency 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 Currency MITTS. The following summary assumes that the Currency MITTS will be treated as debt instruments of BAC for U.S. federal income tax purposes.

Interest Accruals.    The amount payable on the Currency 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 Currency MITTS is the U.S. dollar and, accordingly, we intend to take the position that the Currency 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 Currency 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 Currency 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 Currency MITTS must timely disclose and justify the use of other estimates to the IRS.

Sale, Exchange, or Retirement of the Currency MITTS.    Upon a sale, exchange, or retirement of a Currency 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 Currency MITTS. A U.S. Holder’s tax basis in a Currency MITTS generally will equal the cost of that Currency MITTS, increased by the amount of OID previously accrued by the holder for that Currency 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 Currency 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.

 

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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 1.46% per annum (compounded semi-annually) that we established for the MITTS. The table reflects the expected issuance of the MITTS on October 1, 2010 and the scheduled maturity date of October 1, 2012. 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 $10.2952 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.

 

                    Accrual Period                                    

   Interest Deemed
to Accrue on the
Currency MITTS
During

Accrual Period
(per Unit of the

Currency MITTS)
   Total Interest
Deemed to Have
Accrued on the

Currency MITTS
as of End of
Accrual Period
(per Unit of the

Currency MITTS)

October 1, 2010 to December 31, 2010

   $0.0365    $0.0365

January 1, 2011 to December 31, 2011

   $0.1471    $0.1836

January 1, 2012 to October 1, 2012

   $0.1116    $0.2952

 

Projected Redemption Amount = $10.2952 per unit of the Currency 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 Currency 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” beginning on page S-56 of product supplement MITTS-4.

 

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Additional Terms

You should read this term sheet, together with the documents listed below, which together contain the terms of the Currency 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” in the sections indicated on the cover of this term sheet. The Currency 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 Currency 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 Currency 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 our registered service marks.

 

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