f1214122fwp.htm
Subject to Completion
Preliminary Term Sheet dated December 17, 2012
Filed Pursuant to Rule 433
Registration Statement No. 333-171806
 
      Units
$10 principal amount per unit
CUSIP No.
 
Pricing Date*
Settlement Date*
Maturity Date*
 
January     , 2013   
January     , 2013   
       January     , 2014   
       
 
 
 
*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
 
               
STEP Income Securities® Linked to the
Common Stock of Amazon.com, Inc.
   
·
Maturity of approximately one year
   
·
Interest payable quarterly at the rate of 8% per year
   
·
A payment of [$0.10 to $0.50] per unit if the Underlying Stock increases to or above 108% of the Starting Value
   
·
1-to-1 downside exposure to decreases in the Underlying Stock, with up to 100% of your principal at risk
   
·
All payments on the notes subject to the credit risk of Royal Bank of Canada
   
·
Limited secondary market liquidity, with no exchange listing
   
·
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other governmental agency of Canada or the United States
   
     
 
 
The notes are being issued by Royal Bank of Canada (“RBC”). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs.  See “Risk Factors” on page TS-6 of this term sheet and beginning on page S-8 of product supplement STEPS-1.
 
The estimated initial value of the notes at the time the terms of the notes are set will be less than the public offering price.  See “Summary” on the following page, “Risk Factors” on page TS-6 of this term sheet and “Structuring the Notes” on page TS-8 of this term sheet for additional information.  The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
 
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 (as defined below) is truthful or complete.  Any representation to the contrary is a criminal offense.
_________________________
 
 
Per Unit
Total
     
Public offering price(1)(2)(3)
$10.000
 $                   
     
Underwriting discount(2)(3)
$ 0.175
 $                   
     
Proceeds, before expenses, to RBC
$ 9.825
 $                   
 
 
 
(1)
Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.
 
 
(2)
For any purchase of 500,000 units or more in a single transaction by an individual investor, the public offering price and the underwriting discount will be $9.95 per unit and $0.125 per unit, respectively.
 
 
(3)
For any purchase by certain fee-based trusts and discretionary accounts managed by U.S. Trust operating through Bank of America, N.A., the public offering price and underwriting discount will be $9.825 per unit and $0.00 per unit, respectively.
 
The notes:
 
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
 
Merrill Lynch & Co.
January     , 2013
 

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Summary
 
The STEP Income Securities® Linked to the Common Stock of Amazon.com, Inc., due January     , 2014 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation or the U.S. Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of RBC. The notes provide quarterly interest payments. Additionally, if the Ending Value of the Market Measure, which is the common stock of Amazon.com, Inc. (the “Underlying Stock”), is at or above the Step Level, the notes will also provide a payment of [$0.10 to $0.50] per unit at maturity.  If the Ending Value is less than the Step Level, the Redemption Amount will not be greater than your principal amount. If the Ending Value is less than the Starting Value, the Redemption Amount will be less than the principal amount of your notes, and may be as low as zero. The amount you receive at maturity will be calculated based on the $10 Original Offering Price per unit and the performance of the Underlying Stock. See “Terms of the Notes” below.
 
Payments on the notes depend on our credit risk and on the performance of the Underlying Stock.  The economic terms of the notes (including the Step Payment) are based on the rate we would pay to borrow funds through the issuance of market-linked notes and the terms of certain related hedging arrangements.  The implied borrowing rate for market-linked notes is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities.  This difference in borrowing rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the estimated initial value of the notes.
 
Due to these factors, the public offering price you pay to purchase the notes will be greater than the estimated initial value of the notes determined immediately at the time the terms of the notes are set.  This estimated initial value is expected to be between $9.72 and $9.74 per unit.  The estimated initial value will be calculated shortly before pricing and will be set forth in the final term sheet made available to investors in the notes.  For more information about the estimated initial value and the structuring of the notes, see "Structuring the Notes” on page TS-8.
 

Terms of the Notes
Redemption Amount Determination
Issuer:
Royal Bank of Canada (“RBC”)
In addition to interest payable, on the maturity date, you will receive a cash payment per unit determined as follows:
 
Original
Offering Price:
$10 per unit
Term:
Approximately one year
Underlying
Stock:
Common stock of Amazon.com, Inc. (the “Underlying Company”) (NASDAQ symbol: AMZN)
Starting Value:
The Volume Weighted Average Price on the pricing date.
Volume
Weighted
Average Price:
The volume weighted average price (rounded to two decimal places) shown on page “AQR” on Bloomberg L.P. for trading in shares of the Underlying Stock taking place from approximately 9:30 a.m. to 4:05 p.m. on all U.S. exchanges.
Ending Value:
The Closing Market Price of the Underlying Stock on the valuation date, multiplied by the Price Multiplier. The valuation date is subject to postponement in the event of Market Disruption Events, as described beginning on page S-19 of product supplement STEPS-1.
Valuation Date:
The fifth scheduled trading day immediately prior to the maturity date.
Interest Rate:
8% per year
Interest
Payment Dates:
Quarterly, on April    , 2013, July    , 2013, October    , 2013 and January    , 2014
Step Payment:
[$0.10 to $0.50] per unit, which represents a return of [1% to 5%] of the Original Offering Price. The actual Step Payment will be determined on the pricing date.
Step Level:
108% of the Starting Value, rounded to two decimal places.
Threshold
Value:
100% of the Starting Value.
Fees and
Charges:
The underwriting discount of $0.175 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS-8.
Price Multiplier:
1, subject to adjustment for certain corporate events relating to the Underlying Stock described beginning on page S-22 of product supplement STEPS-1.
Calculation
Agent:
 Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of BAC.
 

STEP Income Securities® 
TS-2

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

 
The terms and risks of the notes are contained in this term sheet and in the following:
 
 
§
Product supplement STEPS-1 dated August 30, 2012:
 
 
 
§
Series E MTN prospectus supplement dated January 28, 2011:
 
 
 
§
Prospectus dated January 28, 2011:
 
 
These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-866-500-5408. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.  Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STEPS-1.  Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to RBC.
 

Investor Considerations
You may wish to consider an investment in the notes if:
 
The notes may not be an appropriate investment for you if:
     
§      You anticipate that the Ending Value will be greater than or equal to the Step Level.
 
§      You seek interest payments on your investment.
 
§      You accept that the maximum return on the notes is limited to the sum of the quarterly interest payments and the Step Payment, if any.
 
§      You accept that your investment will result in a loss, which could be significant, if the Ending Value is below the Starting Value.
 
§      You are willing to forgo dividends or other benefits of owning shares of the Underlying Stock.
 
§      You are willing to accept a limited market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, the implied borrowing rate and the fees and charges on the notes.
 
§      You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
 
§      You anticipate that the Ending Value will be less than the Step Level.
 
§      You anticipate that the price of the Underlying Stock will increase substantially and do not want a payment at maturity that is limited to the Step Payment.
 
§      You seek 100% principal protection or preservation of capital.
 
§      In addition to interest payments, you seek an additional guaranteed return above the principal amount.
 
§      You seek to receive dividends or other distributions paid on the Underlying Stock.
 
§      You seek an investment for which there will be a liquid secondary market.
 
§      You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
 
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
 

STEP Income Securities® 
TS-3

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Hypothetical Payments at Maturity
 
The following examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical payments on the notes. The actual amount you receive and the resulting return will depend on the actual Starting Value, Threshold Value, Ending Value, Step Level, Step Payment, and term of your investment. The following examples do not take into account any tax consequences from investing in the notes. These examples are based on:
 
1)
a Starting Value of 100;
 
2)
a Threshold Value of 100;
 
3)
a Step Level of 108;
 
4)
a Step Payment of $0.30 per unit (the midpoint of the Step Payment range of [$0.10 to $0.50] per unit);
 
5)
an expected term of the notes of approximately one year; and
 
6)
the interest rate of 8% per year.
 
The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value of the Underlying Stock.  For recent actual prices of the Underlying Stock, see “The Underlying Stock” section below.  In addition, all payments on the notes are subject to issuer credit risk.
 
Example 1
 
The Ending Value is 115 (115% of the Starting Value)
 
The Ending Value is greater than the Step Level. Consequently, in addition to the quarterly interest payments, you will receive on the maturity date the principal amount of your notes plus the Step Payment of $0.30 per unit.  The Redemption Amount per unit on the maturity date will therefore be equal to $10.30 per unit ($10.00 plus the Step Payment of $0.30 per unit).
 
Example 2
 
The Ending Value is 105 (105% of the Starting Value)
 
The Ending Value is greater than the Starting Value but below the Step Level. Consequently, you will receive the quarterly interest payments, but you will not receive the Step Payment on the maturity date.  The Redemption Amount per unit on the maturity date will therefore be equal to $10.00.
 
Example 3
 
The Ending Value is 70 (70% of the Starting Value)
 
The Ending Value is less than the Starting Value and the Threshold Value. Consequently, you will receive the quarterly interest payments, but you will not receive the Step Payment on the maturity date, and you will participate on a 1-for-1 basis in the decrease in the price of the Underlying Stock. The Redemption Amount per unit will equal:
 

On the maturity date, you will receive the Redemption Amount per unit of $7.00.
 

STEP Income Securities® 
TS-4

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Summary of the Hypothetical Examples

 
Example 1
Example 2
Example 3
 
The Ending Value is
greater than or equal to
the Step Level
The Ending Value is
less than the Step Level
but greater than or
equal to the Starting
Value
The Ending Value is
less than the Starting
Value and the
Threshold Value
Starting Value
100.00
100.00
100.00
Ending Value
115.00
105.00
70.00
Step Level
108.00
108.00
108.00
Threshold Value
100.00
100.00
100.00
Interest Rate (per year)
8.00%
8.00%
8.00%
Step Payment
$0.30
$0.00
$0.00
Redemption Amount per Unit
$10.30
$10.00
$7.00
Total Return of
the Underlying Stock (1)
15.00%
5.00%
-30.00%
Total Return on the Notes (2)
11.07%
8.07%
-21.93%
 
 
(1)
The total return of the Underlying Stock assumes:
 
 
(a)
the percentage change in the price of the Underlying Stock from the Starting Value to the Ending Value;
 
 
(b)
a constant dividend yield of 0.00% per year; and
 
 
(c)
no transaction fees or expenses.
 
 
(2)
The total return on the notes includes interest paid on the notes and assumes an expected term of the notes of approximately one year.
 

STEP Income Securities® 
TS-5

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Risk Factors
 
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page S-8 of product supplement STEPS-1, page 1 of the MTN prospectus supplement, and page 1 of the prospectus identified above under “Summary”. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
 
 
§
Depending on the performance of the Underlying Stock as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
 
 
§
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating-rate debt security of comparable maturity.
 
 
§
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes.  If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
 
 
§
You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level.
 
 
§
Your investment return, if any, is limited to the return represented by the periodic interest payments over the term of the notes and the Step Payment, if any, and may be less than a comparable investment directly in the Underlying Stock.
 
 
§
The public offering price you pay for the notes will exceed their estimated initial value. The estimated initial value of the notes that will be provided in the final term sheet is an estimate only, calculated to reflect the costs and charges included in the notes and the implied borrowing rate at the time the terms of the notes are set, and is provided for informational purposes only. The estimated initial value does not represent a minimum price at which we, MLPF&S or any of its affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy.
 
 
§
A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
 
 
§
If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than their estimated initial value.  This is due to, among other things, changes in the price of the Underlying Stock, the implied borrowing rate we pay to issue market-linked notes, and the inclusion in the public offering price of the underwriting discount and the hedging related charge, all as further described in “Structuring the Notes” on page TS-8. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
 
 
§
Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trading in shares of the Underlying Stock), and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you.
 
 
§
The Underlying Company will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to the Underlying Company in connection with this offering.
 
 
§
You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive shares of the Underlying Stock or dividends or other distributions by the Underlying Company.
 
 
§
While we, MLPF&S or our respective affiliates may from time to time own shares of the Underlying Company, we, MLPF&S and our respective affiliates do not control the Underlying Company, and are not responsible for any disclosure made by the Underlying Company.
 
 
§
The Redemption Amount will not be adjusted for all corporate events that could affect the Underlying Stock.  See “Description of the Notes—Anti-Dilution Adjustments” beginning on page S-22 of product supplement STEPS-1.
 
 
§
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 notes are uncertain, and may be adverse to a holder of the notes.  See “Summary of U.S. Federal Income Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page S-31 of product supplement STEPS-1.
 

STEP Income Securities® 
TS-6

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

The Underlying Stock
 
We have derived the following information from publicly available documents published by the Underlying Company. We have not performed any independent review of the following information. Amazon.com, Inc. is an online retailer that offers a wide range of products, including: books, music, videotapes, computers, electronics, home and garden, and numerous other products. The company offers personalized shopping services, web-based credit card payment, and direct shipping to customers.
 
Because the Underlying Stock is registered under the Securities Exchange Act of 1934, the Underlying Company is required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Company can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s web site at http://www.sec.gov by reference to SEC CIK number 1018724.
 
This term sheet relates only to the notes and does not relate to the Underlying Stock or to any other securities of the Underlying Company. None of us, MLPF&S, or any of our respective affiliates has participated or will participate in the preparation of the Underlying Company’s publicly available documents. None of us, MLPF&S, or any of our respective affiliates has made any due diligence inquiry with respect to the Underlying Company in connection with the offering of the notes. None of us, MLPF&S, or any of our respective affiliates makes any representation that the publicly available documents or any other publicly available information regarding the Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Underlying Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Company could affect the value of the Underlying Stock and therefore could affect your return on the notes.  The selection of the Underlying Stock is not a recommendation to buy or sell the Underlying Stock.
 
The Underlying Stock trades on the NASDAQ Global Select Market under the symbol “AMZN”.
 
Historical Data
 
The following table shows the quarterly high and low Closing Market Prices of the shares of the Underlying Stock on its primary exchange from the first quarter of 2007 through December 10, 2012. We obtained this historical data from Bloomberg L.P.  We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
 
   
High ($)
Low ($)
2007             
First Quarter
41.51
36.43
 
Second Quarter
73.65
40.42
 
Third Quarter
93.45
68.73
 
Fourth Quarter
100.82
77.00
       
2008             
First Quarter
96.25
62.43
 
Second Quarter
84.51
71.99
 
Third Quarter
88.09
63.35
 
Fourth Quarter
69.58
35.03
       
2009             
First Quarter
75.58
48.44
 
Second Quarter
87.56
73.50
 
Third Quarter
93.85
75.63
 
Fourth Quarter
142.25
88.67
       
2010             
First Quarter
136.55
116.00
 
Second Quarter
150.09
108.61
 
Third Quarter
160.73
109.14
 
Fourth Quarter
184.76
153.03
       
2011             
First Quarter
191.25
160.97
 
Second Quarter
206.07
178.34
 
Third Quarter
241.69
177.79
 
Fourth Quarter
246.71
173.10
       
2012             
First Quarter
205.44
175.93
 
Second Quarter
231.90
185.50
 
Third Quarter
261.68
215.36
 
Fourth Quarter (through December 10, 2012)
260.47
220.64
 
This historical data on the Underlying Stock is not necessarily indicative of the future performance of the Underlying Stock or what the value of the notes may be. Any historical upward or downward trend in the price per share of the Underlying Stock during any period set forth above is not an indication that the price per share of the Underlying Stock is more or less likely to increase or decrease at any time over the term of the notes.
 
Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of the Underlying Stock.
 

STEP Income Securities® 
TS-7

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Supplement to the Plan of Distribution
 
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
 
We may deliver the notes 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 notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
 
The notes will not be listed on any securities exchange.  In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
 
MLPF&S will not receive an underwriting discount for notes sold to certain fee-based trusts and fee-based discretionary accounts managed by U.S. Trust operating through Bank of America, N.A.
 
The value of the notes shown on your account statement will be based on MLPF&S’s estimate of the value of the notes if MLPF&S or another of its affiliates were to make a market in the notes, which it is not obligated to do.  That estimate will be based upon the price that MLPF&S may pay for the notes in light of then-prevailing market conditions, our creditworthiness and transaction costs.  At certain times, this price may be higher than or lower than the estimated initial value of the notes. For a short initial period after the issuance of the notes, at MLPF&S’s discretion, any purchase price paid by MLPF&S in the secondary market may be, in certain circumstances, closer to the amount that you paid for the notes than to their estimated initial value. However, none of us, MLPF&S, or any of our respective affiliates is obligated to purchase your notes at any price, or at a price that exceeds their estimated initial value.
 
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these will include MLPF&S’s trading commissions and mark-ups.  MLPF&S may act as principal or agent in these market-making transactions; however it is not obligated to engage in any such transactions.
 
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available to investors in connection with their initial offering.  Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding RBC or for any purpose other than that described in the immediately preceding sentence.
 

Structuring the Notes
 
The notes are our debt securities, the return on which is linked to the performance of the Underlying Stock.  As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing.  In addition, because market-linked notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under these notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security and is generally lower by an amount ranging from 0.05% to 0.25% per annum (equivalent to $0.01 to $0.03 per unit) at the time we commence the offering of our market-linked notes.  This generally relatively lower implied borrowing rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked notes, typically result in the estimated initial value of the notes at the time the terms of the notes are set being less than their public offering price.
 
At maturity, or upon an automatic call, our payments on the notes will be calculated based on the performance of the Underlying Stock and the $10 per unit Original Offering Price.  In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates.  The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Underlying Stock, the tenor of the note and the tenor of the hedging arrangements.  The economic terms of the notes depend in part on the terms of these hedging arrangements.
 
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions.  Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by the hedge providers.
 
The lower implied borrowing rate, the underwriting discount and the hedging-related costs and charges, reduce the economic terms of the notes to you and result in the estimated initial value for the notes (estimated at the time the terms of the notes are set) being less than the public offering price for the notes.  For further information, see "Risk Factors—General Risks Relating to the Notes” beginning on page S-8 and “Use of Proceeds and Hedging” on page S-17 of product supplement STEPS-1.
 

STEP Income Securities® 
TS-8

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Summary of Canadian Federal Income Tax Consequences
 
In the opinion of Norton Rose Canada LLP, our Canadian tax counsel, interest on a note (including amounts deemed for purposes of the Income Tax Act (Canada) (“ITA”) to be interest) that is paid or credited, or deemed for purposes of the ITA to be paid or credited, to a Non-resident Holder (as that term is defined in the section entitled “Tax Consequences – Canadian Taxation” in the accompanying prospectus) will not be subject to Canadian non-resident withholding tax provided the Underlying Stock is not a proxy for the profit of Royal Bank of Canada, as described in and subject to the qualifications set out in the section entitled “Tax Consequences – Canadian Taxation” in the accompanying prospectus.
 
For a further discussion of the material Canadian federal income tax consequences relating to an investment in the notes, please see the section entitled “Supplemental Discussion of Canadian Federal Income Tax Consequences” in the product supplement dated August 30, 2012, the section entitled “Certain Income Tax Consequences” in the prospectus supplement dated January 28, 2011, and the section entitled “Tax Consequences” in the prospectus dated January 28, 2011.
 

Summary of U.S. Federal Income Tax Consequences
 
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
 
 
§
There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
 
 
§
You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as an income-bearing pre-paid cash settled derivative contract linked to the Underlying Stock.
 
 
§
Under this characterization and tax treatment of the notes, we intend to take the position that the stated periodic interest payments constitute taxable ordinary income to a U.S. Holder (as defined beginning on page S-32 of product supplement STEPS-1) at the time received or accrued in accordance with the U.S. Holder’s regular method of accounting. Upon receipt of a cash payment at maturity or upon a sale or exchange of the notes prior to maturity (other than amounts representing accrued stated periodic interest payments), a U.S. Holder generally will recognize capital gain or loss. This capital gain or loss generally will be long-term capital gain or loss if you hold the notes for more than one year.
 
 
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No assurance can be given that the IRS or any court will agree with this characterization and tax treatment.
 
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, 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. You should review carefully the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page S-31 of product supplement STEPS-1.
 

STEP Income Securities® 
TS-9

 
STEP Income Securities®
Linked to the Common Stock of Amazon.com, Inc., due January     , 2014

Where You Can Find More Information
 
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 Note Prospectus, including this term sheet, and the other documents 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 these documents if you so request by calling MLPF&S toll-free at 1-866-500-5408.
 

Market-Linked Investments Classification
 
MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Income Market-Linked Investment or guarantee any performance.
 
Enhanced Income Market-Linked Investments are short- to medium-term market-linked notes that 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.
 
STEP Income Securities®” and “STEPS®” are the registered service marks of Bank of America Corporation, the parent company of MLPF&S.

 
 
 

STEP Income Securities®
TS-10