CHARLOTTE NC Foreign organizations meeting the here and attach

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1 rod N lip 990 -PF Return of Private Foundation OMB No Form or Section 4947( a)(1) Nonexempt Charitable Trust ^oo^ Department of the Treasury Treated as a Private Foundation Internal Revenue Service Note - The foundation may be able to use a copy of this return to satisfy state repo rtin g requirements For calendar y ear 2008, or tax y ear beg inning, 2008, and ending, 20 G Check all that addly Initial return Final return Amended return Address channa Name channe Name of foundation A Employer Identification number Use the IRS label. THE BANK OF AMERICA CHARITABLE FOUNDATION INC Otherwise, Number and Street (or P 0 box number if mail is not delivered to street address ) Room /suite B Telephone number (s ee pegs 10 of the natxybm) print 401 N. TRYON ST or type. See S pecific NC Instructions City or town, state, and ZIP code C If exemption application is. pending, check here Foreign organizations, check here, CHARLOTTE NC Foreign organizations meeting the 85 % test. uta ocheck n. here and attach H Check type of organization X Section 501 ( c 3 exempt private foundation comp u tation tion Section 4947 ( a )( 1 ) nonexem p t charitable trust Other taxable p rivate foundation E If private foundation status was terminated I Fair market value of all assets at end Accounting method X Cash L_J Accrual under section 507 ( b)(1)(a), check here. P, El of year (from Part Il, col (c), line El Other (specify) F If the foundation is in a 60-month termination 16)10' $ 18, 869, 006. (Part 1, column (d) must be on cash basis ) under section 507(b )( 1)(B), check here. 10- F1 Analysis of Revenue and Expenses (The ( (d) Disbursements total of amounts in columns (b), (c), and (d) a) Revenue and (b) Net investment (c) Adjusted net for charitable may not necessarily equal the amounts in expenses per income income purposes column (a) (see p age 11 of the instructions books ( cash basis only) 1 Contribubonss its, grants, etc. received (attach schedule ), 169, 482, u if the foundation is not required to Check Ile, attach Sch B Interest on savings and temporary cash investments 4 Dividends and interest from securities,,,, 2, 422, , 422, 889. STMT 1 5 a Gross rents,,,,,,,,,,,,,,,,, ' b Net rental income or (loss) at 6 a Net gain or ( loss) from sale of assets not on line 10-12, 469, 229. b Gross sales price for all d assets on line 6a 46,530,083. 4) 7 Capital gain net income (from Part IV, line 2) i 8 Net short-term capital gain,,,..,,,, 9 Income modifications a Gross sales less returns - and allowances b Less Cost of goods sold ' c Gross profit or (loss) (attach schedule).. 11 Other income (attach schedule),,.,, 13, , 469. STMT 2 12 Total. Add lines 1 throw h , ' S 13 Compensation of o rs, trust s, etc NONE 14 Other a 15 enslt oyee benefits (a,, 16 b s riling tf0 (att h schedule c roflesstonal fees 3, I n t Itt,,,,,,, 18 Taxe (atta page 14 of the instruction4 1, 004. E 19 Depr cla attach schedule) and depletion. Q 20 Occupancy Travel, conferences, and meetings,,, c ' m 22 Printing and publications.,......, co 23 Other expenses (attach schedule) STMT.5-479, 328. ID 24 Total operating and administrative expenses. Add lines 13 through , , Contributions, gifts, grants paid,,, , 502, Total expenses and disbursements. Add lines 24 and , 029, 06 7, 45 7, 7 27 Subtract line 26 from line 12 S - a Excess of revenue over expenses and disbursements -49 ' 578, b Net investment income (if negative, enter -0-) 2, 431, 901. c Adjusted net income ( if n egative, enter-o-) For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.* * STMT JsA 4 Form 990-PF (2008) fie /28/ :31:28 V

2 Form 990 -PF (2008 ) Paoe 2 Attached schedules and amounts in the Beginning of year End of year [^I B al ance Sh eets d escrip t ion co lumn s h ou ld be for en d -of-year amounts only (See instructions ) ( a) Book Value (b) Book Value (c) Fair Market Value 1 Cash - non-interest-beanng,,,,,,,,,,,,,,,,, , , Savings and temporary cash investments,,,,,,,,, , 858, , 858, Accounts receivable Less allowance for doubtful accounts Pledges receivable Less allowance for doubtful accounts _ 5 Grants receivable,,,,,,,,,,,, 6 Receivables due from officers, directors, trustees, and other disqualified persons ( attach schedule ) (see page 15 of the instructions) 7 Other notes and loans receivable (attach schedule) - - _ - Less allowance for doubtful accounts y 8 Inventories for sale or use 9 Prepaid expenses and deferred charges,,,,,,,,,,,, Q 10 a Investments - U S and state government obligations ( attach schedule) b Investments - corporate stock (attach schedule),,,,,,,, _ c Investments - corporate bonds (attach schedule),,,,,,,, 11 Investments - land, buildings, and equipment basis Less accumulated depreciation (attach schedule ) Investments - mortgage loans,,,,,,,,,,,,,,,, 1 3 Investments - other (attach schedule),,,,,, ST %[T 5., , Land, buildings, and equipment basis Less accumulated depreciation (attach schedule ) Other assets (describe ) ^_ Total assets (to be completed by all filers - see the instructions Also, seepage 1, item I), , 869, Accounts payable and accrued expenses _ Grants payable, 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disqualified persons ", F 4 < - $ t Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe ) = 23 Total liabilities (add lines 17 through 22). Foundations that follow SFAS 117, check here 10. and complete lines 24 through 26 and lines 30 and Unrestricted ,.. mm 25 Temporarily restricted,,,,,,,,,,,,,,,,,,,, M 26 Permanently restricted,,,,,,,,,,,,,,,,,,,, Foundations that do not follow SFAS 117, ti check here and complete lines 27 through Capital stock, trust principal, or current funds,,,,,,,,,, - 28 Paid - in or capital surplus, or land, bldg, and equipment fund,,,, N 29 Retained earnings, accumulated income, endowment, or other funds , 861, 635. ; " 30 Total net assets or fund balances (see page 17 of the z instructions),,,,,,,,,,,,,,,,,,,,,,,, , 86-1, ", 31 Total liabilities and net assets /fund balances (see page 17 of the instructions) , 861, 635- ' MM Anal ysis of Chan g es in Net Assets or Fund Balances I Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) , 369, Enter amount from Part I, line 27a...' , 578, Other increases not included in line 2 (Itemize) SEE STATEMENT 7' 3 71, Add lines 1, 2, and 3,,,. 4 18, 861, Decreases not included In line 2 (itemize ) 6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b) line , JSA Form 990-PF (2008) 8E /28/ : 31: 28 V

3 Form 990-PF n 7 21 Page 3 Capital Gains and Losses for Tax on Investment Income 1a SEE PART IV SCHEDULE b c d e, () a List and describe the kinds () of pro party sold (e g real estate, 2 story brick warehouse, or common stock 200 shs MLC Co) (e) Gross sales price ( I) Depreciation allowed (or allowable ) ( g) Cost or other basis plus expense of sale ac (b) How ire P^a o-oonation ( c) Date acquired ( mo, day, yr ) ( h) Gain or (loss) ( e) plus (f) minus (g) - ((mod daysol j a b c d e Com p lete onl y for assets showin g g ain in column ( h ) and owned b y the foundation on 12/31 /69 (I) Gains (Col (h) gain minus (i) F M V as of 12 /31/69 0 ) Adjusted basis as of 12 / 31/69 ( k) Excess of col (1) over col ()), if any col ( k), but not less than -0-) or Losses (from col (h)) a b c d e r If gain, also enter in Part I, line 7 2 Capital gain net income or ( net capital loss ).. 1 If ( Toss ), enter -0- in Part I, line , 469, Net short -term capital gain or (loss ) as defined in sections 1222(5 ) and (6) If gain, also enter in Part I, line 8, column ( c) (see pages 13 and 17 of the instructions) l If ( loss ), enter -0- in Part I, line 8. J 3 ETA Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income ) If section 4940( d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period' If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part 4 C-+s. +L.e n -+e -+,n i.l....t... n s... L.. 4 a..t ^... L...s... L Base period years Calendar year (or tax year beg inning in) ( b) Adjusted qualifying distributions (c) Net value of nonchantable-use assets 7 Yes 7x No (d) Distribution ratio ( col (b) divided by col (c)) , 170, , 638, , 421, , 219, , , , , 109, , 639, , 074, Total of line 1, column (d) Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence If less than 5 years Enter the net value of noncharltable - use assets for 2008 from Part X, line Multiply line 4 by line Enter 1 % of net investment income ( 1 % of Part I, line 27b ) Add lines 5 and Enter qualifying distributions from Part XII, line IT line tf is equal to or greater tnan line /, cneck the box in tart vi, line lb, and complete that part using a 1% tax rate. See t he Part VI instructions on page 18. JSA 8E Form 990-PF (2008) 04 /28/ : 31: 28 V

4 Form 990 -PF Page 4 FUMM Excise Tax Based on Investment Income ( Section 4940 ( a), 4940 ( b), 4940 ( e), or see page 18 of the instructions) 1 a Exempt operating foundations described in section 4940 ( d)(2), check here and enter "N/A" on line 1.,. Date of ruling letter ( attach copy of ruling letter if necessary - see instructions) _ b Domestic foundations that meet the section 4940(e) requirements in Part V, check 24, 319. here andenter 1 % ofparti, line27b c All other domestic foundations enter 2% of line 27b Exempt foreign organ iz ations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-),., 2 3 Add lines 1 and 2,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 3 24, Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-),,, 4 NONE 5 Tax based on investment income. Subtract line 4 from line 3 If zero or less, enter , Credits/Payments - a 2008 estimated tax payments and 2007 overpayment credited to 2008,,,, 6a 28, 657. b Exempt foreign organizations-tax withheld at source b NONE c Tax paid with application for extension of time to file (Form 8868),,,,,,, 6c NONE - d Backup withholding erroneously withheld d 7 Total credits and payments Add lines 6a through 6d , Enter any penalty for underpayment of estimated tax Check here q if Form 2220 is attached Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed 9 10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid,,,,,,,,,, Enter the amount of line 10 to be Credited to 2009 estimated tax 4. 33R - Refunded I I Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it Yes No participate or intervene in any political campaign? a X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of the instructions for definition) b X If the answer is 'Yes" to 1a or lb, attach a detailed descnption of the activities and copies of any materials published or distributed by the foundation in connection with the activities c Did the foundation file Form POL for this year?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 1 c X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year (1) On the foundation NONE (2) On foundation managers $ NONE e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers $ NONE - 2 Has the foundation engaged in any activities that have not previously been reported to the IRS'?,,,,,,,,,,,,,, 2 X If 'Yes, 'attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments'? If "Yes,"attach a conformed copy of the changes , 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the year'?,,,,,,,,,,,,,,, 4a X b If "Yes," has it filed a tax return on Form 990 -T for this year?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 4 b N IA 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year?,,,,,,,,,,,,,,, 5 X If 'Yes, "attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? X 7 Did the foundation have at least $5,000 in assets at any time during the year's If "Yes, 'complete Part Il, col (c), and PartXV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see page 19 of the instructions) DE, NC b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G' If "No,' attach explanation b X 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) or 4942(j)(5) for calendar year 2008 or the taxable year beginning in 2008 (see instructions for Part XIV on page 27)? If "Yes, "complete Part XIV X 10 Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses , 10 X Form 990-PF (2008) } JSA 8E /28/ : 31: 28 V

5 4 N. Form 990-PF Statements Regarding Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512 (b)(3)? If " Yes," attach schedule ( see page 20 of the instructions ) X 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? X Website address WWW. BANKOFAMERI CA. COM/FOUNDATION The books are in care of FINANCE Telephone no 980 _ Located at N TRYON STREET CHARLOTTE,_ NC ZIP _ 15 Section 4947( a)(1) nonexempt charitable trusts filing Form PF in lieu of Form Check here N/. A and enter the amount of tax-exempt interest received or accrued during the year. 15 Statements Regarding Activities for Which Form 4720 May Be Required 1a File Form 4720 if any item is checked in the " Yes" column, unless an exception applies. Yes No During the year did the foundation ( either directly or indirectly) (1) Engage in the sale or exchange, or leasing of property with a disqualified person?,,,.,,,, q Yes No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person's Yes No (3) Furnish goods, services, or facilities to (or accept them from ) a disqualified person's Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person 's Yes No (5) Transfer any income or assets to a disqualified person ( or make any of either available for the benefit or use of a disqualified person )' q Yes No - (6) Agree to pay money or property to a government official 's (Exception. Check "No" if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days ) q Yes q No b If any answer is "Yes " to la(1)-(6 ), did any of the acts fail to qualify under the exceptions described in Regulations section ( d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions )? b N A Organizations relying on a current notice regarding disaster assistance check here,,,,,,,,,,,,, c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2008? c X Taxes on failure to distribute income ( section 4942 ) ( does not apply for years the foundation was a private.< ;','` operating foundation defined in section )( 3) or 4942(1)(5)) a At the end of tax year 2008, did the foundation have any undistributed income ( lines 6d and 6e, Part XIII ) for tax year ( s) beginning before 2008? q Yes No I f "Yes," list the years I b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets ) to the year's undistributed income? (If applying section 4942 (a)(2) to all years listed, answer "No" and attach statement - see page 20 of the instructions ) b N/ A c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here t, a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, q Yes q No b If "Yes," did it have excess business holdings in 2008 as a result of ( 1) any purchase by the foundation or disqualified persons after May 26, 1969, ( 2) the lapse of the 5 - year period ( or longer period approved by the Commissioner under section 4943 ( c)(7)) to dispose of holdings acquired by gift or bequest, or (3) the lapse of the 10 -, 15-, or 20 -year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2008 ) b N a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a X b Did the foundation make any investment in a prior year ( but after December 31, 1969 ) that could jeopardize its --- '=p charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2008 '? b x Form 990-PF (2008) JSA 8E /28/ : 31: 28 V

6 .. Form 990-PF M-. Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5 a During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation ( section 4945(e))? q Yes q No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? Yes (3) Provide a grant to an individual for travel, study, or other similar purposes? B Yes qx No (4) Provide a grant to an organization other than a charitable, etc, organization described in section 509 ( a)(1), (2), or ( 3), or section 4940 ( d)(2)? (see page 22 of the instructions ) Yes q No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? q Yes q No b If any answer is "Yes " to 5a(1)-(5 ), did any of the transactions fail to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance ( see page 22 of the instructions )?... 5 b X Organizations relying on a current notice regarding disaster assistance check here q c If the answer is "Yes" to question 5a ( 4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant?., SEE, STATEMENT 8 Yes q No If "Yes, " attach the statement required by Regulations section (d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? q Y es q N o b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract 's b X If you answered "Yes" to 6b, also file Form a At any time during the tax year, was the foundation a party to a prohibited tax shelter transactions, q Yes No b If ves. did the foundation receive any proceeds or have any net income attributable to the transaction? b X Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, nnrd Cnntrartnrc 1 List all officers - directors - trustees. foundation mananers and their comnencatinn (see nano 22 of the instructinnsl ( a (b) Title, and average (c) Compensation (d) Contnbubons to ) Name and address (e) Expense account, hours per week (If not paid, enter employee benefit piano other allowances devoted to P ositio n -0- and deferred com pensation X No k SEE STATEMENT 9 NONE NONE NONE Z compensation of Tire nlgnest-pala employees (other than those included on line 1 - see page 23 of the instructions). If none. enter "NONE." b Title, and average (a) Name and address of each employee paid more than $ 50,000 ( ) hours perp week devoted to position NONE (c) Compensation (d) Contributions to employee benefit plans and deferred com pensation ( e) Expense account, other allowances NONE NONE NONE Total number of other employees paid over $50, NONE Form 990-PF (2008) JSA 8E /28/ : 31: 28 V

7 Form 990 -PF (2008 ) Page 7 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five hi g hest - paid independent contractors for p rofessional services ( see pa g e 23 of the instructions ). If none, enter " NONE." (a) Name and address of each person paid more than $50,000 ( b) Type of service (c) Compensation NONE NONE Total number of others receivin g over $50,000 for p rofessional services.. NONE Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year Include relevant statistical information such as the number I Expenses of organizations and other beneficiaries served, conferences convened, research papers produced, etc 1_N/F Summa of Pro g ram -Related Investments ( see p ag e 23 of the instructions Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2 Amount 1 -NONE ONE All other program - related investments See page 24 of the instructions 3_NONE ONE Total. Add lines 1 throu g h 3.. NONE Form 990-PF (2008) JSA 8E /28/ :31:28 V

8 41 Form 990-PF (2008) Page 8 13MW Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 24 of the instructions.) I Fair market value of assets not used ( or held for use) directly in carrying out charitable, etc., purposes a Average monthly fair market value of securities.. la 41, 685, 466. b Average of monthly cash balances lb 11, c Fair market value of all other assets ( see page 24 of the instructions ) i c NONE d Total ( add lines la, b, and c ) _ Id 53, 358, 247. e Reduction claimed for blockage or other factors reported on lines 1a and 1 c (attach detailed explanation ) le NONE 2 Acquisition indebtedness applicable to line 1 assets. NONE 3 Subtract line 2 from line ld Cash deemed held for charitable activities. Enter 1 1 /2 % of line 3 ( for greater amount, see page of the instructions ) Net value of noncharitable use. assets. Subtract line 4 from line 3 Enter here and on Part V, line , 557, Minimum investment return. Enter 5% of line g4 Distributable Amount (see page 25 of the instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain foreign organizations check here 171 and do not complete this part ) 1 Minimum investment return from Part X, line , 627, a Tax on investment income for 2008 from Part VI, line a 24, b Income tax for 2008 ( This does not include the tax from Part Vl) 2b c Add lines 2a and 2b c 24, Distributable amount before adjustments Subtract line 2c from line , 603, Recoveries of amounts treated as qualifying distributions , Add lines 3 and Deduction from distributable amount ( see page 25 of the instructions ) Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII, line 1 7 3, 082, 903. Qualifying Distributions ( see page 25 of the instructions) 1 Amounts paid ( including administrative expenses ) to accomplish charitable, etc, purposes a Expenses, contributions, gifts, etc. - total from Part I, column ( d), line a b Program - related investments - total from Part IX-B. 1 b NONE 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes Amounts set aside for specific charitable projects that satisfy the - a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule ) Qualifying distributions. Add lines 1 a through 3b Enter here and on Part V, line 8, and Part XIII, line 4 19 g Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b (see page 26 of the instructions) Adjusted qualifying distributions. Subtract line 5 from line4198, 77 Note : The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. 7 Form 990 -PF (2008) JSA 8E /28/ : 16: 19 V

9 Form 990-PF (2008 ) Page 9 FURTMW Undistributed Income ( see p age 26 of the Instructions (a) (b) (c) (d) 1 Distributable amount for 2008 from Part XI, Corpus Years prior to line 7,,,,,,,,,,,,,,,,,,,,, 3 082, Undistributed income, if any, as of the end of a Enter amount for 2007 only,,,,,,,,, NONE b Total for prior years 20,20,20 NONE 3 Excess distributions carryover, if any, to 2008 a From , 528, 097. b From 2004,,,,,, 139, 365, 193. c From 2005,,,,,, 153, 320, 780. d From 2006,,, , 575. e From 2007,,,,, 181, 729, 020. f Total of lines 3a through e,,,,,,,,,,, 794, Qualifying distributions for 2008 from Part XII, -, line4 $ 198, 804, 179. a Applied to 2007, but not more than line 2a.. NONE b Applied to undistributed income of prior years ( Election required - see page 26 of the instructions ),,,,, c Treated as distributions out of corpus ( Election required - see page 26 of the instructions),... d Applied to 2008 distributable amount e Remaining amount distributed out of corpus Excess distributions carryover applied to 2008, (If an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below: - a Corpus Add lines 3f, 4c, and 4e Subtract line b Prior years ' undistributed income Subtract - - line 4b from line 2b NONE ^ c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942 ( a) tax has - been previously assessed,,,,,,,,,,, - ' - d Subtract line 6c from line 6b Taxable amount - see page 27 of the instructions NONE e Undistributed income for 2007 Subtract line 4a from line 2a Taxable amount - see page 27 of the instructions NONE f Undistributed income for 2008 Subtract lines 4d and 5 from line 1 This amount must be distributed in Amounts treated as distributions out of corpus to satisfy requirements imposed by section - 170(b)(1)(F) or 4942( g)(3) (see page 27 of the instructions ) Excess distributions carryover from 2003 not applied on line 5 or line 7 (see page 27 of the instructions),,,,,,,,,,,,,,, 132, 528, S ' 9 Excess distributions carryover to Subtract lines 7 and 8 from line 6a 857, Analysis of line 9 a Excess from 2004,,, 139, 365, 193. b Excess from , 320, 780. C Excess from , 661, 575. d Excess from , 729, 020. e Excess from , 721, 276. Form 990-PF (2008) JSA 8E /06/ :25:22 V08-6

10 Form 990-PF(2008) Page 10 Private O peratin g Foundations ( see p a g e 27 of the instructions and Part VII-A, question 9 ) NOT APPLICABLE I a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2008, enter the date of the ruling... b Check box to indicate whether the foundation is a private operating foundation described In section Li 49420)(3) or 4942(j)(5) 2 a Enter the lesser of the ad- Tax year Prior 3 years (e) Total justed net income from Part (a ) 2008 (b) 2007 (c) 2006 (d) 2005 or the minimum investment return from Part X for each year listed,....., b 85% of line 2a..... C Qualifying distributions from Part XII, line 4 for each year listed, d Amounts induded in line 2c not used directly for active conduct of exempt activities..... e Qualifying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2c..,,,, 3 Complete 3a, b, or c for the alternative test relied upon a Assets' alternative test - enter 0 ) Value of all assets... (2) Value of assets qualifying under section 4942t)(3)(8)(11... b Endowment' alternative testenter 2/3 of minimum investment return shown in Part X ine 6 for each year listed.. C Support' alternative test - enter (1) Total support other than gross investment income (interest dividends, rents, payments on securities loans (section 512(a)(5)), or royalties)... (2) Support from general public and 5 or more exempt organizations as provided in section 4942 nl (3)(Bflit)..... (3) Largest amount of support from an exempt organization -, -, - (4 ) Gross investment income, Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year - see page 27 of the instructions.) I Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) ) b List any managers of the foundation who own 10% or more of the stock of a corporation ( or an equally large portion of the ownership of a partnership or other entity ) of which the foundation has a 10% or greater interest. NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here q if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed SEE STATEMENT 15 b The form in which applications should be submitted and information and materials they should include c SEE STATEMENT 16 Any submission deadlines: SEE STATEMENT 17 d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors SEE STATEMENT 18 ee Form 990-PF (2008) 04/28/ :31:28 V

11 Form 990 -PF (2008 ) Page 1 1 ONTM Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment If recipient is an indmdual. Recipient Foundation status show any relationship to f Purpose status o of grant or f Name and address (home or contribution Amount business ) recipient a Paid dunng the year any foundation manager or substantial contributor SEE STATEMENT #19 THROUGH ,502,934. b Total... 3a 204, 502, 934. Approved for future payment SEE STATEMENT # 22 26,996,325. JSA 8E Total 3b 1 26, 996, /04/ :00:36 V08-6 Form 990-PF (2008)

12 Form 990-PF (2008) Analysis of Income - Producing Activities Page 12 Enter gross amounts unless otherwise indicated Unrela ted business income Excluded b section 512, 513, or Program service revenue a b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments,,... 3 Interest on savings and temporary cash investments (a) Business code (b) Amount (C) Euiusion code (d ) Amount 4 Dividends and interest from securities,,,, 14 2, 422, Net rental income or (loss) from real estate a Debt-financed property,,,,,,,.. b Not debt-financed property....., 6 Net rental income or ( loss) from personal property, 7 Other investment income,,,,,,,,,, 14 13, Gain or ( loss) from sales of assets other than inventory 18-12, 469, Net income or (loss) from special events,,, 10 Gross profit or (loss) from sales of inventory. 11 Other revenue a b c d e 12 Subtotal Add columns (b), (d), and (e).. j -10,, R elated (e) exempt function income fhe instu coons ) 13 Total. Add line 12, columns (b), (d), and (e) , 032, 871. (See worksheet in line 13 instructions on nacre 2A to verify calcu lations ) Relationship of Activities to the Accomplishment of Exempt Purposes Line No.. Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See page 28 of the instructions ) NOT APPLICABLE JSA 8E /28/ : 31: 28 V

13 Form 990 -PF Page 13 FUTMM Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section Yes No a b 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting foundation to a noncharitable exempt organization of (1) Cash...1a1 X (2) Other assets la ( 2 ) X Other transactions ( 1 ) Sales of assets to a noncharitable exempt organization b 1 X (2) Purchases of assets from a nonchantable exempt organization b 2 X (3) Rental of facilities, equipment, or other assets b ( 3 ) X (4) Reimbursement arrangements b ( 4 ) X (5) Loans or loan guarantees b 5 X (6) Performance of services or membership or fundraising solicitations b 6 X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c X d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 ( c) of the Code ( other than section 501 (c)(3 )) or in section q Yes No b If "Yes." complete the following schedule (a) Name of organ iz ation (b ) Type of organization (c) Description of relationship Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belie7-1n correct, and complete Declaration of preparer ( other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge ` Si nature of ofri r or trustee 2 co -?^ o Preparer 's signature ^ Date / d '_C.t2Go-C2^ ^C eex-1_ { v D e Title S //0110 Check if self-employed Preparer ' s identifying number (See Signature on page 30 of the instructions) ad 4' Firm 'sname (oryoursif 'PRICEWATERHOUSECOOPERS LLP BN self -employed ), address, 214 N. TRYON ST., STE 3600 and ZIP code CHARLOTTE, NC Phoneno Form 990 -PF (2008).1SA 8E /28/ :31:28 V

14 Schedule B I Schedule of Contributors OMB No (Form 990, 990-EZ, or 990 -PF) Attach to Form 990, 990-EZ, and 990 -PF. 6 o o Department of the Treasury Internal Revenue Sernce Name of the organization THE BANK OF AMERICA CHARITABLE FOUNDATION INC Organization type (check one) Employer identification number 7n-n"7711 "3Q Filers of: Form 990 or 990-EZ Section: q 501(c)( ) (enter number) organization q 4947 (a)(1) nonexempt charitable trust not treated as a private foundation q 527 political organization Form 990-PF 501(c)( 3) exempt private foundation q 4947( a)(1) nonexempt charitable trust treated as a private foundation q 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. (Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See Instructions.) General Rule For organizations filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. Special Rules q For a section 501(c)(3) organization filing Form 990, or Form EZ, that met the 331/3 % support test of the regulations under sections 509(a )(1)/170(b)(1)(A )(vl), and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on Form 990, Part VIII, line 1 h or 2 % of the amount on Form EZ, line 1. Complete Parts I and II q For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year, aggregate contributions or bequests of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and III For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year, some contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not aggregate to more than $1,000 (If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more during the year) $ Caution. Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990-EZ, or 990-PF), but they must answer "No" on Part IV, line 2 of their Form 990, or check the box in the heading of their Form 990-EZ, or on line 2 of their Form 990-PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. These Instructions will be Issued separately. Schedule B (Form 990, 990 -EZ, or 990 -PF) (2008) JSA 8E /28/ : 31: 28 V

15 Schedule B (Form 990, 990-EZ, or 990-PF) (2008) Page of of Part Name of organization THE BANK OF AMERICA CHARITABLE FOUNDATION INC Employer identification number 2n-n72ii-ii (a) No. Contributors (see instructions) - (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution 1 BANK OF AMERICA, N. A. Person Payroll 401 N. TRYON ST $ 169, 482, 947. Noncash CHARLOTTE, NC (Complete Part II if there is a noncash contribution.) (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution $ Person Payroll Noncash (Complete Part II if there is a noncash contribution.) ( a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution $ Person Pay roll Noncash (Complete Part II ff there is a noncash contribution.) (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution $ Person Payroll Noncash (Complete Part II if there is a noncash contribution (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution $ Person Payroll Noncash (Complete Part II if there is a noncash contribution.) (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution $ Person Payroll Noncash (Complete Part II if there is a noncash contribution JSA 8E Schedule B ( Form 990, 99042, or 990.PF) (2008) 04/28/ :31:28 V08-5.5

16 FORM 990-PF - PART IV CAPITAL GAINS AND LOSSES FOR TAX ON INVESTMENT INCOME Kind of Property Description Date acquired Gross sale Depreciation Cost or FMV Add basis Excess of Gain price less allowed / other as of as of FMV over or exr)e nses le allowable ha ig 1 7/1'11A9 12/3' ad basis ( los s ) Date sold AOL TIME WARNER INC 04/01/ /24/ CMG CORE BOND FUND 06/25/ /05/ , , 984, , 145. CMG ENHANCED S&P 500 INDEX 11/21/ /01/ , , 456, CMG HIGH YIELD FUND 10/30/ /17/ , , 732, , 293. CMG INTERNATIONAL STOCK FUND 10/30/ /17/ , , , 792. CMG LARGE CAP GROWTH FUND 11/21/ /17/ , , 071, , 960. CMG LARGE CAP VALUE FUND 11/21/ /17/ , , 670, COLUMBIA ACORN FUND 12/26/ /17/ , , , 924. COLUMBIA ACORN INTERNATIONAL 12/26/ /17/ , , , 183. COLUMBIA INCOME FUND 12/26/ /17/ COLUMBIA INTERMEDIATE BOND FUND 12/26/ /17/ JSA 8E /28/ :31:28 V

17 FORM 990-PF - PART IV CAPITAL GAINS AND LOS-%F.9 FOR TAX ON INVFSTMFNT IN(OMF Kind of Pro rtype Description acquired Gross sale Depreciation Cost or FMV Add basis Excess of Gain price less allowed / other as of as of FMV over or expenses of sale allowable hnsig 12/31/69 12/31/69 ad i basis ( loss ) COLUMBIA MARSICO INTERNATIONAL 12/26/ /17/ , , 693, , 569. COLUMBIA MARSICO 21ST CENTURY 12/26/ /17/ , , , 664. NORTEL NETWORKS 06/01/ /25/2008 4,652. 4, 652. NORTEL NETWORKS CORP 05/05/ /17/ , , 437. OTAL GAIN(LOSS) JA 8E /28/ : 31: 28 V

18 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART I - DIVIDENDS AND INTEREST FROM SECURITIES DESCRIPTION REVENUE AND EXPENSES PER BOOKS NET INVESTMENT INCOME DIVIDENDS TOTAL 2,422, , 422, ,422, ,422, /28/ :31:28 V STATEMENT 1

19 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART I - OTHER INCOME DESCRIPTION REVENUE AND EXPENSES PER BOOKS NET INVESTMENT INCOME MINERAL INCOME LITIGATION PROCEEDS INTEREST ON TAX REFUNDS TOTALS 2,580. 9,703. 1, , ,580. 9,703. 1, , /28/ :31:28 V STATEMENT 2

20 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART I - OTHER PROFESSIONAL FEES DESCRIPTION REVENUE AND EXPENSES PER BOOKS NET INVESTMENT INCOME INVESTMENT FEES 4, TOTALS 4, , , /28/ :31:28 V STATEMENT 3

21 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART I - TAXES DESCRIPTION NET EXCISE TAX EXPENSE REVENUE AND EXPENSES PER BOOKS 1, TOTALS 1, STATEMENT 4 04/28/ :31:28 V

22 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART I - OTHER EXPENSES DESCRIPTION GRANT RECOVERIES / REFUNDS TOTALS REVENUE AND EXPENSES PER BOOKS -479, , STATEMENT 5 04/28/ :31:28 V

23 THE BANK OF AMERICA CHARITABLE FOUNDATION INC FORM 990PF, PART II - OTHER INVESTMENTS DESCRIPTION ENDING BOOK VALUE ENDING FMV SEE ATTACHED STATEMENTS TOTALS , , /28/ :31:28 V STATEMENT 6

24 * * The Bank of America Charitable Foundation, Inc. EIN Form 990-PF, Part II- Other Investments Detail Account: BANK OF AMERICA CHARITABLE FNDN Portfolio Detail Dec. 01, 2008 through Dec. 31, 2008 CUSIP Market Value/ % of Tax Cost/ Unrealized Accrued Estimated Cur Vld/ Units Description Sector(2) Market Price Total Average UnitCost Gain/Loss Income Annual Income YTM Cash Equivalents 781, COLUMBIA CASH RESERVES 19765KB45 TRUST CLASS $781, % $781, $0.00 $1, $11, % 2,582, COLUMBIA MONEY MARKET RESERVES 19765M767 2,582, ,582, , , G TRUST CLASS (Income Investment) 15,493, COLUMBIA MONEY MARKET RESERVES 19765M767 G TRUST CLASS 15,493, ,493, , , Total Cash Equivalents $ 18,858, % $18,858,18592 $0.00 $27, $285, % Total Cash/Currency $18,858, % $18,858, $0.00 $27, $285, % 1, BALTIMORE COMMUNITY INVESTMENT $ % $0.00 $0.00 $0.00 $ % COMPANY CLASS A NON-VOTING WORTHLESS CONTROL ASSET FOR OIL GAS AND OTHER MINERAL PROPERTIES SEE SUPPLEMENT FOR DETAIL MV = $ , LACLEDE'S LANDING CAP STOCK CL C 5, LACLEDE'S LANDING CAP STOCK LOCAL DEV CO OF WESTERLY INC , , Total Other Non-Investable Assets $7, % $8.00 $7, $0.00 $ % Total Portfolio $18,865, % $18,858, $7, $27, $285, % STATEMENT 6