Filed Pursuant to Rule 433
Registration No. 333-158663
Subject to Completion
Preliminary Term Sheet dated March 25, 2011
The LIRNs are being offered by Bank of America Corporation (“BAC”). The LIRNs 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 LIRNs involves a number of risks. There are important differences between the LIRNs 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-10 of product supplement LIRN-2. LIRNs:
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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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 |
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| Public offering price (1) |
$ | 10.00 | $ | |||||||
| Underwriting discount (1) |
$ | 0.20 | $ | |||||||
| Proceeds, before expenses, to Bank of America Corporation |
$ | 9.80 | $ | |||||||
| (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 $0.15 per unit, respectively. The public offering price and underwriting discount for any purchase by certain fee-based trusts and fee-based discretionary accounts managed by U.S. Trust operating through Bank of America, N.A. will be $9.80 per unit and $0.00 per unit, respectively. |
*Depending on the date the LIRNs are priced for initial sale to the public (the “pricing date”), which may be in April or May 2011, the settlement date may occur in April or May 2011, and the maturity date may occur in April or May 2013. 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.
| Merrill Lynch & Co.
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| April , 2011 |
Units
Expected Pricing Date*
April , 2011
Leveraged Index Return Notes® Settlement Date* May , 2011
Linked to an Asian Equity Index Basket, Maturity Date* April , 2013
due April , 2013 CUSIP No.
$10 principal amount per unit
Term Sheet No.
Leveraged Index Return Notes®
115% to 130% leveraged upside exposure to increases in the value of a Basket comprised of the MSCI Singapore Free Index and the MSCI Taiwan Index
The MSCI Singapore Free Index and the MSCI Taiwan Index will each be given an initial weight of 50.00%
1-to-1 downside exposure to decreases in the value of the Basket in excess of the Threshold Value, with up to 90% of the principal amount at risk
A maturity of approximately two years
Payment of the Redemption Amount at maturity is subject to the credit risk of Bank of America Corporation
No periodic interest payments
No listing on any securities exchange
Market Downside Protection
Enhanced Income
Market Access
Enhanced Return
Enhanced Return
Summary
The Leveraged Index Return Notes® Linked to an Asian Equity Index Basket, due April , 2013 (the “LIRNs”) are our senior unsecured debt securities. The LIRNs are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The LIRNs will rank equally with all of our other unsecured and unsubordinated debt, and any payments due on the LIRNs, including any repayment of principal, will be subject to the credit risk of BAC. The LIRNs provide a leveraged return for investors if the level of the Asian Equity Index Basket described below (the “Basket”) increases from the Starting Value of the Basket, which will be set to 100.00 on the pricing date, to the Ending Value of the Basket, determined during the Maturity Valuation Period. Investors must be willing to forgo interest payments on the LIRNs and be willing to accept a repayment that is less, and potentially significantly less, than the Original Offering Price.
The Basket is comprised of the MSCI Singapore Free Index and the MSCI Taiwan Index (each, a “Basket Component Index,” and together, the “Basket Component Indices”). On the pricing date, the MSCI Singapore Free Index and the MSCI Taiwan Index will each be given an initial weight of 50%.
Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement LIRN-2. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BAC.
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Leveraged Index Return Notes® |
TS-2 |
Hypothetical Payout Profile
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This graph reflects the hypothetical returns on the LIRNs at maturity, based upon a Threshold Value equal to 90% of the Starting Value, and a hypothetical Participation Rate of 122.50% (the midpoint of the Participation Rate range of 115% to 130%). The green line reflects the hypothetical returns on the LIRNs, while the dotted grey line reflects the return of a hypothetical direct investment in the stocks included in the Basket Component Indices, excluding dividends.
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 hypothetical Redemption Amount calculations (rounded to three decimal places) payable at maturity, based upon the hypothetical Participation Rate of 122.50% (the midpoint of the Participation Rate range of 115% to 130%), the Downside Leverage Factor of 100%, the Starting Value of 100.00 and the Threshold Value of 90.00.
Example 1 — The hypothetical Ending Value is 70% of the Starting Value and is less than the Threshold Value:
| Starting Value: |
100.00 | |||||
| Threshold Value: |
90.00 | |||||
| Hypothetical Ending Value: |
70.00 |
| $10 – |
[ | $10 × | ( | 90.00 – 70.00 | ) | × 100% | ] | = $8.000 | ||||||||||||
| 100.00 |
Hypothetical Redemption Amount (per unit) = $8.000
Example 2 — The hypothetical Ending Value is 95% of the Starting Value and is greater than the Threshold Value:
| Starting Value: |
100.00 | |||||
| Threshold Value: |
90.00 | |||||
| Hypothetical Ending Value: |
95.00 |
Hypothetical Redemption Amount (per unit) = $10.000
If the Ending Value is less than or equal to the Starting Value but is greater than or equal to the Threshold Value, the Redemption Amount will equal the Original Offering Price.
Example 3 — The hypothetical Ending Value is 130% of the Starting Value:
| Starting Value: |
100.00 | |||||
| Hypothetical Ending Value: |
130.00 |
| $10 + |
[ | $10 × 122.50% × | ( | 130.00 – 100.00 | ) | ] | = $13.675 | |||||||||
| 100.00 |
Hypothetical Redemption Amount (per unit) = $13.675
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Leveraged Index Return Notes® |
TS-3 |
The following table illustrates, for a Starting Value of 100.00, the Threshold Value of 90.00 (90% of the Starting Value), and a range of hypothetical Ending Values of the Basket:
| § | the percentage change from the hypothetical Starting Value to the hypothetical Ending Value; |
| § | the hypothetical Redemption Amount per unit of the LIRNs (rounded to three decimal places); and |
| § | the hypothetical total rate of return to holders of the LIRNs. |
The table below is based on the hypothetical Participation Rate of 122.50% (the midpoint of the Participation Rate range of 115% to 130%) and the Downside Leverage Factor of 100%. The actual Participation Rate will be determined on the pricing date and set forth in the final term sheet that will be made available in connection with sales of the LIRNs.
| Hypothetical Ending Value(1) |
Percentage Change from the Hypothetical Starting Value to the Hypothetical |
Hypothetical |
Hypothetical of Return on | |||||||||||||||
| 50.00 | -50.00 | % | $6.000 | -40.00 | % | |||||||||||||
| 60.00 | -40.00 | % | $7.000 | -30.00 | % | |||||||||||||
| 70.00 | -30.00 | % | $8.000 | -20.00 | % | |||||||||||||
| 85.00 | -15.00 | % | $9.500 | -5.00 | % | |||||||||||||
| 90.00 | (2) | -10.00 | % | $10.000 | 0.00 | % | ||||||||||||
| 96.00 | -4.00 | % | $10.000 | 0.00 | % | |||||||||||||
| 98.00 | -2.00 | % | $10.000 | 0.00 | % | |||||||||||||
| 100.00 | (3) | 0.00 | % | $10.000 | 0.00 | % | ||||||||||||
| 102.00 | 2.00 | % | $10.245 | 2.45 | % | |||||||||||||
| 104.00 | 4.00 | % | $10.490 | 4.90 | % | |||||||||||||
| 110.00 | 10.00 | % | $11.225 | 12.25 | % | |||||||||||||
| 120.00 | 20.00 | % | $12.450 | 24.50 | % | |||||||||||||
| 130.00 | 30.00 | % | $13.675 | 36.75 | % | |||||||||||||
| 140.00 | 40.00 | % | $14.900 | 49.00 | % | |||||||||||||
| 150.00 | 50.00 | % | $16.125 | 61.25 | % | |||||||||||||
| (1) | Each Basket Component Index is a price return index. Accordingly, the Ending Value will not include any income generated by dividends paid on the stocks included in the Basket Component Indices, which you would otherwise be entitled to receive if you invested in those stocks directly. |
| (2) | The Threshold Value will be set to 90.00, or 90% of the Starting Value, on the pricing date. |
| (3) | The Starting Value will be set to 100.00 on the pricing date. |
The above figures are for purposes of illustration only. The actual amount you receive and the resulting total rate of return will depend on the actual Participation Rate and Ending Value, and the term of your investment.
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Leveraged Index Return Notes® |
TS-4 |
Risk Factors
There are important differences between the LIRNs and a conventional debt security. An investment in the LIRNs involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the LIRNs in the “Risk Factors” sections beginning on page S-10 of product supplement LIRN-2 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 LIRNs.
| § | 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. |
| § | Your investment return, if any, may be less than a comparable investment directly in the stocks included in the Basket Component Indices. |
| § | You must rely on your own evaluation of the merits of an investment linked to the Basket. |
| § | In seeking to provide you with what we believe to be commercially reasonable terms for the LIRNs while providing MLPF&S with compensation for its services, we have considered the costs of developing, hedging, and distributing the LIRNs. |
| § | A trading market for the LIRNs is not expected to develop. MLPF&S is not obligated to make a market for, or to repurchase, the LIRNs. |
| § | The Redemption Amount will not be affected by all developments relating to the Basket Component Indices. |
| § | Changes in the levels of the Basket Component Indices may offset each other. |
| § | The Index Publisher (as defined below) may adjust its Basket Component Indices in a way that affects their levels, and the Index Publisher has no obligation to consider your interests. |
| § | You will have no rights of a holder of the securities included in the Basket Component Indices, and you will not be entitled to receive securities or dividends or other distributions of the issuers of those securities. |
| § | While we or our affiliates may from time to time own stocks included in the Basket Component Indices, we do not control any company whose securities are included in either Basket Component Index, and are not responsible for any disclosure made by any other company. |
| § | Your return on the LIRNs may be affected by factors affecting the international securities markets. |
| § | Exchange rate movements may impact the value of the LIRNs. |
| § | If you attempt to sell the LIRNs 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 LIRNs are subject to our credit risk, and changes in our credit ratings are expected to affect the value of the LIRNs. |
| § | Purchases and sales by us and our affiliates of shares of companies included in the Basket Component Indices may affect your return. |
| § | Our trading and hedging activities may create conflicts of interest with you. |
| § | Our hedging activities may affect your return on the LIRNs and their market value. |
| § | Our business activities relating to the companies whose securities are included in the Basket Component Indices may create conflicts of interest with you. |
| § | There may be potential conflicts of interest involving the calculation agent. We have the right to appoint and remove the calculation agent. |
| § | The U.S. federal income tax consequences of the LIRNs are uncertain, and may be adverse to a holder of the LIRNs. See “Summary Tax Consequences” and “Certain U.S. Federal Income Taxation Considerations” below and “U.S. Federal Income Tax Summary” beginning on page S-35 of product supplement LIRN-2. |
Other Terms of the LIRNs
Market Measure Business Day
The following definition shall supersede and replace the definition of a “Market Measure Business Day” set forth on pages S-7 and S-24 of product supplement LIRN-2.
A “Market Measure Business Day” means a day on which:
| (A) | the Singapore Exchange (as to the MSCI Singapore Free Index); and the Taiwan Stock Exchange (as to the MSCI Taiwan Index) (or any successor to the foregoing exchanges) are open for trading; and |
| (B) | the Basket Component Indices or any successors thereto are calculated and published. |
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Leveraged Index Return Notes® |
TS-5 |
Investor Considerations
Other Provisions
We may deliver the LIRNs 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 LIRNs occurs more than three business days from the pricing date, purchasers who wish to trade the LIRNs 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 LIRNs, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
Supplement to the Plan of Distribution; Conflicts of Interest
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of the LIRNs. Accordingly, offerings of the LIRNs will conform to the requirements of FINRA Rule 5121. Under our distribution agreement with MLPF&S, MLPF&S will purchase the LIRNs 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 LIRNs 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 LIRNs, the LIRNs 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 LIRNs 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.
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Leveraged Index Return Notes® |
TS-6 |
The Basket
The Basket is designed to allow investors to participate in the percentage changes in the levels of the Basket Component Indices from the Starting Value to the Ending Value of the Basket. The Basket Component Indices are described in the section “The Basket Component Indices” below. Each Basket Component Index will be assigned an initial weight on the pricing date, as set forth in the table below.
For more information on the calculation of the value of the Basket, please see the section entitled “Description of LIRNs—Basket Market Measures” beginning on page S-30 of product supplement LIRN-2.
If March 15, 2011, were the pricing date, for each Basket Component Index, the Initial Component Weight, the closing level, the hypothetical Component Ratio and the initial contribution to the Basket value would be as follows:
| Basket Component Index |
Bloomberg Symbol |
Initial Component Weight |
Closing Level(1)(2) |
Hypothetical Component Ratio(1)(3) |
Initial Basket Value Contribution | |||||
| The MSCI Singapore Free Index |
SIMSCI | 50.00% | 347.43 | 0.14391388 | 50.000 | |||||
| The MSCI Taiwan Index |
TAMSCI | 50.00% | 293.09 | 0.17059606 | 50.000 | |||||
| Starting Value | 100.00 |
| (1) | The actual closing level of each Basket Component Index and the resulting actual Component Ratios will be determined on the pricing date, subject to adjustment as more fully described in the section entitled “Description of LIRNs—Basket Market Measures—Determination of the Component Ratio for Each Basket Component—Equity-Based Basket Components” beginning on page S-31 of product supplement LIRN-2 if a Market Disruption Event occurs on the pricing date as to any Basket Component Index. The actual closing level and Component Ratio of each Basket Component Index will be set forth in the final term sheet that will be made available in connection with sales of the LIRNs. |
| (2) | These were the closing levels of the Basket Component Indices on March 15, 2011. |
| (3) | Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket Component Index (as a percentage) multiplied by 100, and then divided by the closing level of that Basket Component Index on March 15, 2011, and rounded to eight decimal places. |
The calculation agent will calculate the value of the Basket by summing the products of the closing level for each Basket Component Index on each calculation day during the Maturity Valuation Period and the Component Ratio applicable to such Basket Component Index. If a Market Disruption Event occurs as to any Basket Component Index on any scheduled calculation day, the closing level of that Basket Component Index will be determined as more fully described beginning on page S-24 of product supplement LIRN-2 in the section “Description of LIRNs—The Starting Value and the Ending Value—Ending Value—Equity-Based Basket Market Measures.”
While actual historical information on the Basket will not exist before the pricing date, the following graph sets forth the hypothetical historical monthly performance of the Basket in the period from January 2006 through February 2011. The graph is based upon month-end historical levels of each Basket Component Index with hypothetical Component Ratios determined as of December 31, 2005, and a Basket Value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the value of the LIRNs may be. Any historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time over the term of the LIRNs.
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Leveraged Index Return Notes® |
TS-7 |
The Basket Component Indices
All disclosures contained in this term sheet regarding the Basket Component Indices, including, without limitation, their make up, method of calculation, and changes in their components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by MSCI Inc. (“MSCI” or the “Index Publisher”). The Index Publisher, which owns the copyright and all other rights to the Basket Component Indices, has no obligation to continue to publish, and may discontinue publication of, any of Basket Component Indices. The consequences of the Index Publisher discontinuing publication of a Basket Component Index are discussed in the section of product supplement LIRN-2 entitled “Description of LIRNs—Discontinuance of a Market Measure” on page S-30 of product supplement LIRN-2. None of us, the calculation agent, or the selling agent accepts any responsibility for the calculation, maintenance, or publication of any of the Basket Component Indices or any successor index.
MSCI Singapore Free Index
The MSCI Singapore Free Index is a free float-adjusted market capitalization index of publicly traded securities listed on the Singapore Exchange. The Index is reported by Bloomberg L.P. under the ticker symbol “SIMSCI”. The Index has a base date of January 1, 1988, an initial value of 100, and is calculated in Singapore dollars. As of March 15, 2011, the five largest sector weights were: Financials (47.1%), Industrials (25.1%), Telecommunication Services (10.9%), Consumer Discretionary (9.3%), and Consumer Staples (7.5%). As of that date, the Index had 31 index components, and DBS Group Holdings Ltd accounted for 10.78% of the weight of the Index.
The Index is part of the MSCI Equity Indices series and is an MSCI Global Investable Market Index, which is an index family within the MSCI International Equity Indices. MSCI aims to include in its indices 85% of the free float-adjusted market capitalization in each industry sector, within each country included in an index. The Index is classified as “DM,” as defined below.
The following graph sets forth the monthly historical performance of the MSCI Singapore Free Index in the period from January 2006 through February 2011. We obtained this historical data from Bloomberg, L.P. We make no representation or warranty as to the accuracy or completeness of the information from Bloomberg, L.P. This historical data on the MSCI Singapore Free Index is not necessarily indicative of the future performance of the MSCI Singapore Free Index or what the value of the LIRNs may be. Any historical upward or downward trend in the level of the MSCI Singapore Free Index during any period set forth below is not an indication that the level of the MSCI Singapore Free Index is more or less likely to increase or decrease at any time over the term of the LIRNs. On March 15, 2011, the closing level of the MSCI Singapore Free Index was 347.43.
Before investing in the LIRNs, you should consult publicly available sources for the levels and trading pattern of the MSCI Singapore Free Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in the MSCI Singapore Free Index and financial markets generally exhibiting greater volatility than in earlier periods.
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Leveraged Index Return Notes® |
TS-8 |
MSCI Taiwan Index
The MSCI Taiwan Index is a free float-adjusted market capitalization index of publicly traded securities in the Taiwanese market as listed on the Taiwan Stock Exchange. The Index is reported by Bloomberg L.P. under the ticker symbol “TAMSCI”. The Index has a base date of December 31, 1987, an initial value of 100, and is calculated in Taiwan dollars. As of March 15, 2011, the five largest sector weights were: Information Technology (56.3%), Financials (15.2%), Materials (14.9%), Telecommunication Services (4.3%), and Industrials (3.6%). As of that date, the Index had 125 index components, and Taiwan Semiconductor Manufacturing Company Limited accounted for 13.69% of the weight of the Index.
The Index is part of the MSCI Equity Indices series and is an MSCI Global Investable Market Index, which is an index family within the MSCI International Equity Indices. MSCI aims to include in its indices 85% of the free float–adjusted market capitalization in each industry sector, within each country included in an index. The Index is classified as “EM,” as defined below.
The following graph sets forth the monthly historical performance of the MSCI Taiwan Index in the period from January 2006 through February 2011. We obtained this historical data from Bloomberg, L.P. We make no representation or warranty as to the accuracy or completeness of the information from Bloomberg, L.P. This historical data on the MSCI Taiwan Index is not necessarily indicative of the future performance of the MSCI Taiwan Index or what the value of the LIRNs may be. Any historical upward or downward trend in the level of the MSCI Taiwan Index during any period set forth below is not an indication that the level of the MSCI Taiwan Index is more or less likely to increase or decrease at any time over the term of the LIRNs. On March 15, 2011, the closing level of the MSCI Taiwan Index was 293.09.
Before investing in the LIRNs, you should consult publicly available sources for the levels and trading pattern of the MSCI Taiwan Index. The generally unsettled international environment and related uncertainties, including the risk of terrorism, may result in the MSCI Taiwan Index and financial markets generally exhibiting greater volatility than in earlier periods.
General - MSCI Indices
MSCI provides global equity indices intended to measure equity performance in international markets and the MSCI International Equity Indices are designed to serve as global equity performance benchmarks. In constructing these indices, MSCI applies its index construction and maintenance methodology across developed, emerging, and frontier markets.
MSCI enhanced the methodology used in its MSCI International Equity Indices. The MSCI Standard and MSCI Small Cap Indices, along with the other MSCI equity indices based on them, transitioned to the global investable market indices methodology described below. The transition was completed at the end of May 2008. The Enhanced MSCI Standard Indices are composed of the MSCI Large Cap and Mid Cap Indices. The MSCI Global Small Cap Index transitioned to the MSCI Small Cap Index resulting from the Global Investable Market Indices methodology and contains no overlap with constituents of the transitioned MSCI Standard Indices. Together, the relevant MSCI Large Cap, Mid Cap, and Small Cap Indices will make up the MSCI investable market index for each country, composite, sector, and style index that MSCI offers.
Constructing the MSCI Global Investable Market Indices. MSCI undertakes an index construction process, which involves:
| • | defining the equity universe; |
| • | determining the market investable equity universe for each market; |
| • | determining market capitalization size segments for each market; |
| • | applying index continuity rules for the MSCI Standard Index; |
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Leveraged Index Return Notes® |
TS-9 |
| • | creating style segments within each size segment within each market; and |
| • | classifying securities under the Global Industry Classification Standard (the “GICS”). |
Defining the Equity Universe. The equity universe is defined by:
| • | Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI Global Index Series, which will be classified as either Developed Markets (“DM”) or Emerging Markets (“EM”). All listed equity securities, or listed securities that exhibit characteristics of equity securities, except mutual funds, ETFs, equity derivatives, limited partnerships, and most investment trusts, are eligible for inclusion in the equity universe. Real Estate Investment Trusts (“REITs”) in some countries are also eligible for inclusion. |
| • | Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country. |
Determining the Market Investable Equity Universes. A market investable equity universe for a market is derived by applying investability screens to individual companies and securities in the equity universe that are classified in that market. A market is equivalent to a single country, except in DM Europe.
The investability screens used to determine the investable equity universe in each market are as follows:
| • | Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In order to be included in a market investable equity universe, a company must have the required minimum full market capitalization. |
| • | Equity Universe Minimum Free Float-Adjusted Market Capitalization Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market investable equity universe, a security must have a free float-adjusted market capitalization equal to or higher than 50% of the equity universe minimum size requirement. |
| • | DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market investable equity universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme daily trading volumes and takes into account the free float-adjusted market capitalization size of securities, together with the three-month frequency of trading are used to measure liquidity. In the calculation of the ATVR, the trading volumes in depository receipts associated with that security, such as ADRs or GDRs, are also considered. A minimum liquidity level of 20% of three- and twelve-month ATVR and 90% of three-month frequency of trading over the last four consecutive quarters is required for inclusion of a security in a market investable equity universe of a DM, and a minimum liquidity level of 15% of three- and twelve-month ATVR and 80% of three-month frequency of trading over the last four consecutive quarters is required for inclusion of a security in a market investable equity universe of an EM. |
| • | Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in the public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger than 0.15 to be eligible for inclusion in a market investable equity universe. |
| • | Minimum Length of Trading Requirement: this investability screen is applied at the individual security level. For an initial public offering (“IPO”) to be eligible for inclusion in a market investable equity universe, the new issue must have started trading at least four months before the implementation of the initial construction of the index or at least three months before the implementation of a semi–annual index review (as described below). This requirement is applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market investable equity universe and the MSCI Standard Index outside of a Quarterly or Semi–Annual Index Review. |
Defining Market Capitalization Size Segments for Each Market. Once a market investable equity universe is defined, it is segmented into the following size–based indices:
| • | Investable Market Index (Large + Mid + Small); |
| • | Standard Index (Large + Mid); |
| • | Large Cap Index; |
| • | Mid Cap Index; or |
| • | Small Cap Index. |
Creating the size segment indices in each market involves the following steps:
| • | defining the market coverage target range for each size segment; |
| • | determining the global minimum size range for each size segment; |
| • | determining the market size–segment cutoffs and associated segment number of companies; |
| • | assigning companies to the size segments; and |
| • | applying final size–segment investability requirements. |
|
Leveraged Index Return Notes® |
TS-10 |
Index Continuity Rules for the Standard Indices. In order to achieve index continuity, as well as to provide some basic level of diversification within a market index, and notwithstanding the effect of other index construction rules described in this section, a minimum number of five constituents will be maintained for a DM Standard Index and a minimum number of three constituents will be maintained for an EM Standard Index.
Creating Style Indices within Each Size Segment. All securities in the investable equity universe are classified into value or growth segments using the MSCI Global Value and Growth methodology.
Classifying Securities under the Global Industry Classification Standard. All securities in the global investable equity universe are assigned to the industry that best describes their business activities. To this end, MSCI has designed, in conjunction with Standard & Poor’s, the GICS. Under the GICS, each company is assigned to one sub–industry according to its principal business activity. Therefore, a company can belong to only one industry grouping at each of the four levels of the GICS.
Index Maintenance
The MSCI global investable market indices are maintained with the objective of reflecting the evolution of the underlying equity markets and segments on a timely basis, while seeking to achieve index continuity, continuous investability of constituents and replicability of the indices, and index stability, and low index turnover. In particular, index maintenance involves:
(i) Semi–Annual Index Reviews (“SAIRs”) in May and November of the Size Segment and Global Value and Growth Indices which include:
| • | updating the indices on the basis of a fully refreshed equity universe; |
| • | taking buffer rules into consideration for migration of securities across size and style segments; and |
| • | updating FIFs and Number of Shares (“NOS”). |
(ii) Quarterly Index Reviews (“QIRs”) in February and August of the Size Segment Indices aimed at:
| • | including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index; |
| • | allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and |
| • | reflecting the impact of significant market events on FIFs and updating NOS. |
(iii) Ongoing Event–Related Changes: changes of this type are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of the company’s tenth day of trading.
Neither we nor any of our affiliates accepts any responsibility for the calculation, maintenance, or publication of, or for any error, omission, or disruption in, the Basket Component Indices or any successor to the Basket Component Indices. MSCI does not guarantee the accuracy or the completeness of the Basket Component Indices, or any data included in the Basket Component Indices. MSCI assumes no liability for any errors, omissions, or disruption in the calculation and dissemination of the Basket Component Indices. MSCI disclaims all responsibility for any errors or omissions in the calculation and dissemination of the Basket Component Indices, or the manner in which the Basket Component Indices are applied in determining the amount payable on the LIRNs at maturity.
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License Agreement
“MSCI Singapore Free IndexSM” and “MSCI Taiwan IndexSM” are service marks of MSCI and have been licensed for use for certain purposes by us. LIRNs based on the MSCI Singapore Free IndexSM and the MSCI Taiwan IndexSM are not sponsored, endorsed, sold, or promoted by MSCI, and MSCI makes no representation regarding the advisability of investing in the LIRNs.
Our right to use the MSCI Singapore Free Index and the MSCI Taiwan Index in connection with the LIRNs is subject to a license agreement between us and MSCI. In connection with that license, please note the following:
THE LIRNS ARE NOT SPONSORED, ENDORSED, SOLD, OR PROMOTED BY MSCI, ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING, OR CREATING THE MSCI SINGAPORE FREE INDEX OR THE MSCI TAIWAN INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI SINGAPORE FREE INDEX AND THE MSCI TAIWAN INDEX ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI, THE MSCI SINGAPORE FREE INDEX, AND THE MSCI TAIWAN INDEX ARE SERVICE MARKS OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED TO US FOR USE FOR CERTAIN PURPOSES. THE LIRNS HAVE NOT BEEN PASSED ON BY ANY OF THE MSCI PARTIES AS TO THEIR LEGALITY OR SUITABILITY WITH RESPECT TO ANY PERSON OR ENTITY AND NONE OF THE MSCI PARTIES MAKES ANY WARRANTIES OR BEARS ANY LIABILITY WITH RESPECT TO THE LIRNS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO US OR OWNERS OF THE LIRNS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN ANY SECURITIES GENERALLY OR IN THIS OFFERING PARTICULARLY OR THE ABILITY OF THE MSCI SINGAPORE FREE INDEX OR THE MSCI TAIWAN INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS, AND TRADE NAMES AND OF THE MSCI SINGAPORE FREE INDEX AND THE MSCI TAIWAN INDEX, WHICH ARE DETERMINED, COMPOSED, AND CALCULATED BY MSCI WITHOUT REGARD TO THE LIRNS, TO US, TO THE OWNERS OF THE LIRNS, OR TO ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF US OR OWNERS OF THE LIRNS OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING, OR CALCULATING THE MSCI SINGAPORE FREE INDEX OR THE MSCI TAIWAN INDEX. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE LIRNS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE AMOUNT THAT MAY BE PAID AT MATURITY ON THE LIRNS. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO US OR TO OWNERS OF THE LIRNS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING, OR OFFERING OF THE LIRNS.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI SINGAPORE FREE INDEX OR THE MSCI TAIWAN INDEX FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY, AND/OR COMPLETENESS OF THE MSCI SINGAPORE FREE INDEX, THE MSCI TAIWAN INDEX, OR ANY DATA INCLUDED THEREIN OR THE RESULTS TO BE OBTAINED BY US, OWNERS OF THE LIRNS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF THE MSCI SINGAPORE FREE INDEX, THE MSCI TAIWAN INDEX, OR ANY DATA INCLUDED THEREIN AND NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS OF OR IN CONNECTION WITH THE MSCI SINGAPORE FREE INDEX, THE MSCI TAIWAN INDEX, OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES (INCLUDING, WITHOUT LIMITATION AND FOR PURPOSES OF EXAMPLE ONLY, ALL WARRANTIES OF TITLE, SEQUENCE, AVAILABILITY, ORIGINALITY, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ALL IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, AND COURSE OF PERFORMANCE) WITH RESPECT TO THE MSCI SINGAPORE FREE INDEX, THE MSCI TAIWAN INDEX, AND ALL DATA INCLUDED THEREIN. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR REVENUES, OR OTHER ECONOMIC LOSS), AND WHETHER IN TORT (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY, AND NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF IT MIGHT HAVE ANTICIPATED, OR WAS ADVISED OF, THE POSSIBILITY OF SUCH DAMAGES.
No purchaser, seller, or holder of the LIRNs, or any other person or entity, should use or refer to any MSCI trade name, trademark, or service mark to sponsor, endorse, market, or promote the LIRNs without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.
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Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the LIRNs, including the following:
| • | You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the LIRNs for all tax purposes as a single financial contract with respect to the Basket that requires you to pay us at inception an amount equal to the purchase price of the LIRNs and that entitles you to receive at maturity an amount in cash based upon the performance of the Basket. |
| • | Under this characterization and tax treatment of the LIRNs, upon receipt of a cash payment at maturity or upon a sale or exchange of the LIRNs prior to maturity, you generally will recognize capital gain or loss. This capital gain or loss generally will be long-term capital gain or loss if you held the LIRNs for more than one year. |
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 LIRNs. 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-35 of product supplement LIRN-2, which you should carefully review prior to investing in the LIRNs.
General. Although there is no statutory, judicial, or administrative authority directly addressing the characterization of the LIRNs, we intend to treat the LIRNs for all tax purposes as a single financial contract with respect to the Basket that requires the investor to pay us at inception an amount equal to the purchase price of the LIRNs and that entitles the investor to receive at maturity an amount in cash based upon the performance of the Basket. Under the terms of the LIRNs, we and every investor in the LIRNs agree, in the absence of an administrative determination or judicial ruling to the contrary, to treat the LIRNs as described in the preceding sentence. This discussion assumes that the LIRNs constitute a single financial contract with respect to the Basket for U.S. federal income tax purposes. If the LIRNs did not constitute a single financial contract, the tax consequences described below would be materially different. The discussion in this section also assumes that there is a significant possibility of a significant loss of principal on an investment in the LIRNs.
This characterization of the LIRNs is not binding on the Internal Revenue Service (“IRS”) or the courts. No statutory, judicial, or administrative authority directly addresses the characterization of the LIRNs or any similar instruments for U.S. federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper characterization and treatment. Due to the absence of authorities on point, significant aspects of the U.S. federal income tax consequences of an investment in the LIRNs are not certain, and no assurance can be given that the IRS or any court will agree with the characterization and tax treatment described in product supplement LIRN-2. Accordingly, you are urged to consult your tax advisor regarding all aspects of the U.S. federal income tax consequences of an investment in the LIRNs, including possible alternative characterizations.
Settlement at Maturity or Sale or Exchange Prior to Maturity. Assuming that the LIRNs are properly characterized and treated as single financial contracts with respect to the Basket for U.S. federal income tax purposes, upon receipt of a cash payment at maturity or upon a sale or exchange of the LIRNs prior to maturity, a U.S. Holder (as defined on page S-36 of product supplement LIRN-2) generally will recognize capital gain or loss equal to the difference between the amount realized and the U.S. Holder’s basis in the LIRNs. This capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the LIRNs for more than one year. The deductibility of capital losses is subject to limitations.
Possible Future Tax Law Changes. From time to time, there may be legislative proposals or interpretive guidance addressing the tax treatment of financial instruments such as the LIRNs. We cannot predict the likelihood of any such legislation or guidance being adopted, or the ultimate impact on the LIRNs. For example, on December 7, 2007, the IRS released Notice 2008-2 (“Notice”) seeking comments from the public on the taxation of financial instruments currently taxed as “prepaid forward contracts.” This Notice addresses instruments such as the LIRNs. According to the Notice, the IRS and Treasury are considering whether a holder of an instrument such as the LIRNs should be required to accrue ordinary income on a current basis, regardless of whether any payments are made prior to maturity. It is not possible to determine what guidance the IRS and Treasury will ultimately issue, if any. Any such future guidance may affect the amount, timing, and character of income, gain, or loss in respect of the LIRNs, possibly with retroactive effect. The IRS and Treasury are also considering additional issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, whether Section 1260 of the Internal Revenue Code of 1986, as amended, concerning certain “constructive ownership transactions,” generally applies or should generally apply to such instruments, and whether any of these determinations depend on the nature of the underlying asset. We urge you to consult your own tax advisors concerning the impact and the significance of the above considerations. We intend to continue treating the LIRNs for U.S. federal income tax purposes in the manner described herein unless and until such time as we determine, or the IRS or Treasury determines, that some other treatment is more appropriate.
Additional Medicare Tax on Unearned Income. With respect to taxable years beginning after December 31, 2012, certain U.S. Holders, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on unearned income. For individual U.S. Holders, the additional Medicare tax applies to the lesser of (i) “net investment income,” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income such as interest, dividends, annuities, royalties, rents, and capital gains. U.S. Holders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the LIRNs.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the LIRNs, 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-35 of product supplement LIRN-2.
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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 LIRNs 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 LIRNs 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 LIRNs.
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 LIRN-2 dated April 21, 2009: |
http://www.sec.gov/Archives/edgar/data/70858/000095014409003415/g18702p2e424b5.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.
Market-Linked Investments Classification
Market-Linked Investments come in four basic categories, each designed to meet a different set of investor risk profiles, time horizons, income requirements, and market views (bullish, bearish, moderate outlook, etc.). The following descriptions of these categories are meant solely for informational purposes and are not intended to represent any particular Market-Linked Investment or guarantee performance. Certain Market-Linked Investments may have overlapping characteristics.
Market Downside Protection Market-Linked Investments combine some of the capital preservation features of traditional bonds with the growth potential of equities and other asset classes. They offer full or partial market downside protection at maturity, while offering market exposure that may provide better returns than comparable fixed income securities. It is important to note that the market downside protection feature provides investors with protection only at maturity, subject to issuer credit risk. In addition, in exchange for full or partial protection, you forfeit dividends and full exposure to the linked asset’s upside. In some circumstances, this could result in a lower return than with a direct investment in the asset.
These short- to medium-term market-linked notes offer you a way to enhance your income stream, either through variable or fixed-interest coupons, an added payout at maturity based on the performance of the linked asset, or both. In exchange for receiving current income, you will generally forfeit upside potential on the linked asset. Even so, the prospect of higher interest payments and/or an additional payout may equate to a higher return potential than you may be able to find through other fixed-income securities. Enhanced Income Market-Linked Investments generally do not include market downside protection. The degree to which your principal is repaid at maturity is generally determined by the performance of the linked asset. Although enhanced income streams may help offset potential declines in the asset, you can still lose part or all of your original investment.
Market Access notes may offer exposure to certain market sectors, asset classes, and/or strategies that may not even be available through the other three categories of Market-Linked Investments. Subject to certain fees, the returns on Market Access Market- Linked Investments will generally correspond on a one-to-one basis with any increases or decreases in the value of the linked asset, similar to a direct investment. In some instances, they may also provide interim coupon payments. These investments do not include the market downside protection feature and, therefore, your principal remains at risk.
These short- to medium-term investments offer you a way to enhance exposure to a particular market view without taking on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive better-than market returns on the linked asset, you must generally accept a degree of market downside risk and capped upside potential. As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need to be prepared for the possibility that you may lose all or part of your investment.
“Leveraged Index Return Notes®” and “LIRNs®” are our registered service marks.
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