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.: 59025F517
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PRINCIPAL AMOUNT:
2,564,800 Units, $10 principal
amount per Unit ($25,648,000
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 9,
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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$14.03 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 10,
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 1, 2010,
June 2, 2010, June 3, 2010, June 4, 2010 and June 7,
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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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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0.05301540
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MSCI EAFE Index ®
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0.02462701
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MSCI Emerging Markets Index
®
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0.05486613
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OTHER PROVISIONS:
Not applicable
7
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 Leverage Factor
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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.
8
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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9
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 Index
