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EXHIBIT (4)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
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REGISTERED No.: R-1
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CUSIP No.: 59023V316
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PRINCIPAL AMOUNT:
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3,696,100 Units, $10
principal
amount per Unit ($36,961,000
aggregate principal amount)
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES C
Leveraged Index Return Notes ®
(the "Notes")
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MARKET MEASURE:
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MARKET MEASURE PUBLISHERS:
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ORIGINAL ISSUE DATE:
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A Global Equity Index Basket (the "Basket")
comprised of the S&P 500 ® Index, the MSCI EAFE
Index ® and the MSCI Emerging Markets Index ® (each, a "Basket Component
Index" and together, the "Basket Component Indices")
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Standard and Poor’s, a division
of
The McGraw-Hill Companies, Inc., for the S&P 500
® Index; and
MSCI, Inc. for the MSCI EAFE Index ® and the MSCI Emerging Markets
Index ® (each, a "Market Measure Publisher" and together, the "Market
Measure Publishers")
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December 15, 2008
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STARTING VALUE:
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THRESHOLD VALUE:
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CAPPED VALUE:
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100.00
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85.00
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$13.93 per Unit
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STATED MATURITY:
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DOWNSIDE LEVERAGE FACTOR:
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PARTICIPATION RATE:
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June 29, 2010
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100%
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200%
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MARKET MEASURE BUSINESS DAY:
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CALCULATION PERIOD:
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CALCULATION DAY:
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A day on which (i) the New York Stock
Exchange ("NYSE") and the Nasdaq Stock Market (or any successor to
the foregoing exchanges) are open for trading and (ii) the
Market Measure or any Successor Market Measure (as defined below)
is calculated and published.
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June 18, 2010, June 21, 2010,
June 22, 2010, June 23, 2010 and June 24, 2010
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Any Market Measure Business Day during the
Calculation Period on which a Market Disruption Event (as defined
herein) has not occurred
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CALCULATION AGENT:
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DENOMINATIONS:
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SPECIFIED CURRENCY:
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Merrill Lynch, Pierce,
Fenner & Smith Incorporated
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Integral multiples of $10 principal amount (each,
a "Unit")
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United States dollar
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1
THE BASKET:
The Calculation Agent shall calculate the level of the Basket on
a Calculation Day by summing the products of the closing level of
each Basket Component Index on such Calculation Day and the
Multiplier specified below applicable to each Basket Component
Index.
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Basket Component Index
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Multiplier
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S&P 500 ® Index
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0.04946686
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MSCI EAFE Index ®
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0.02360029
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MSCI Emerging Markets Index
®
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0.05120185
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OTHER PROVISIONS:
Not applicable
2
Merrill Lynch & Co., Inc., a Delaware
corporation (hereinafter referred to as the "Company", which term
includes any successor corporation under the Indenture herein
referred to), for value received, hereby promises to pay to
CEDE & CO., or its registered assigns, the Redemption
Amount (as defined below) per Unit on the Stated
Maturity.
Payment or delivery of the Redemption Amount and any interest on
any overdue amount thereof with respect to this Global Note shall
be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts.
All determinations made by the Calculation Agent, absent a
determination of manifest error, shall be conclusive for all
purposes and binding on the Company and the holders and beneficial
owners of this Global Note.
Payment on the Stated Maturity
On the Stated Maturity, a Holder shall receive a cash payment
per Unit equal to the Redemption Amount per Unit. The "Redemption
Amount" with respect to each Unit shall be determined by the
Calculation Agent and shall equal:
(i) If the Ending Value (as defined
below) is greater than the Starting Value:
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$10 +
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[
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$10 ×
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(
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Ending Value – Starting Value
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)
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× Participation Rate
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]
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;
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Starting Value
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provided, however, the Redemption Amount per Unit
shall not exceed the Capped Value; or
(ii) If the Ending Value is equal to or
less than the Starting Value but is equal to or greater than the
Threshold Value, the $10 original public offering price per Unit;
or
(iii) If the Ending Value is less than
the Threshold Value:
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$10 +
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[
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$10 ×
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(
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Ending Value – Threshold Value
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)
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× Downside LeverageFactor
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]
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Starting Value
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The "Ending Value" shall be determined by the
Calculation Agent and shall equal the average of the closing levels
of the Basket on each of the Calculation Days during the
Calculation Period. If there are fewer Calculation Days during the
Calculation Period than scheduled, then the Ending Value shall
equal the average of the closing levels of the Basket on those
Calculation Days. If there is only one Calculation Day during the
Calculation Period, then the Ending Value shall equal the closing
level of the Basket on that Calculation Day. If no Calculation Days
occur during the Calculation Period, then the Ending Value shall
equal the closing level of the Basket determined (or, if not
determinable, estimated by the Calculation Agent in a manner which
it considers commercially reasonable under the circumstances) on
the last scheduled Market Measure Business Day in the Calculation
Period, regardless of the occurrence of a Market Disruption Event
on that scheduled Market Measure Business Day.
3
Market Disruption Events
"Market Disruption Event" shall mean either of the following
events as determined by the Calculation Agent:
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(A)
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the suspension of or material
limitation on trading, in each case, for more than two hours of
trading, or during the one-half hour period preceding the close of
trading, on the primary exchange where component stocks of a Basket
Component Index trade as determined by the Calculation Agent
(without taking into account any extended or after-hours trading
session), in 20% or more of the stocks which then comprise such
Basket Component Index or any Successor Basket Component Index;
or
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(B)
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the suspension of or material
limitation on trading, in each case, for more than two hours of
trading, or during the one-half hour period preceding the close of
trading, on the primary exchange that trades options contracts or
futures contracts related to a Basket Component Index as determined
by the Calculation Agent (without taking into account any extended
or after-hours trading session), whether by reason of movements in
price otherwise exceeding levels permitted by the relevant exchange
or otherwise, in options contracts or futures contracts related to
such Basket Component Index, or any Successor Basket Component
Index.
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For the purpose of determining whether a Market
Disruption Event has occurred:
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(1)
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a limitation on the hours in a
trading day and/or number of days of trading shall not constitute a
Market Disruption Event if it results from an announced change in
the regular business hours of the relevant exchange;
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(2)
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a decision to permanently
discontinue trading in the relevant futures or options contracts
related to a Basket Component Index, or any Successor Basket
Component Index, shall not constitute a Market Disruption
Event;
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(3)
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a suspension in trading in a futures
or options contract on a Basket Component Index, or any Successor
Basket Component Index, by a major securities market by reason of
(a) a price change violating limits set by that securities
market, (b) an imbalance of orders relating to those contracts
or (c) a disparity in bid and ask quotes relating to those
contracts shall constitute a suspension of or material limitation
on trading in futures or options contracts related to such Basket
Component Index;
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(4)
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a suspension of or material
limitation on trading on the relevant exchange shall not include
any time when that exchange is closed for trading under ordinary
circumstances; and
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(5)
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for the purpose of clauses
(A) and (B) above, any limitations on trading during
significant market fluctuations under NYSE Rule 80B, or any
applicable rule or regulation enacted or promulgated by the NYSE or
any other self regulatory organization or the Securities and
Exchange Commission of similar scope as determined by the
Calculation Agent, shall be considered "material".
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4
Adjustments to a Basket Component
Index
If at any time a Market Measure Publisher makes a material
change in the formula for or the method of calculating a Basket
Component Inde
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