POS AM 1 posam_021106market2000.txt POST-EFFECTIVE AMENDMENT NO. 5 As filed with the Securities and Exchange Commission on February 17, 2006 Registration No. 333-37980 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC. 20549 _____________________ POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ Merrill Lynch, Pierce, Fenner & Smith Incorporated Initial Depositor (Exact name of registrant as specified in charter) ________________ Market 2000+ HOLDRSSM Trust [Issuer with respect to the receipts]
Delaware 6211 13-5674085 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
________________ 250 Vesey Street New York, New York 10281 (212) 449-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ________________ Copies to: Judith Witterschein, Esq. Andrew B. Jansky Corporate Secretary Shearman & Sterling LLP Merrill Lynch, Pierce, Fenner & Smith Incorporated 599 Lexington Avenue 250 Vesey Street New York, New York 10022 New York, New York 10281 (212) 848-4000 (212) 449-1000 (Name, address, including zip code, and telephone, including area code, of agent for service) If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| ================================================================================ PROSPECTUS [GRAPHIC OMITTED][GRAPHIC OMITTED] 1,000,000,000 Depositary Receipts Market 2000+ HOLDRSSM Trust ______________________________ The Market 2000+ HOLDRSSM Trust issues Depositary Receipts called Market 2000+ HOLDRSSM representing your undivided beneficial ownership in the common stock or American depositary shares of a group of specified companies that, when the Market 2000+ HOLDRS were initially issued on August 29, 2000, were among the 50 largest companies whose common stock or American depositary shares were listed for trading on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market System, as measured in terms of worldwide market capitalization on July 7, 2000. The Bank of New York is the trustee. You only may acquire, hold or transfer Market 2000+ HOLDRS in a round-lot amount of 100 Market 2000+ HOLDRS or round-lot multiples. Market 2000+ HOLDRS are separate from the underlying deposited common stocks or American depositary shares that are represented by the Market 2000+ HOLDRS. For a list of the names and the number of shares of the companies that are represented by a Market 2000+ HOLDR, see "Highlights of Market 2000+ HOLDRS - The Market 2000+ HOLDRS" starting on page 8. The Market 2000+ HOLDRS Trust will issue Market 2000+ HOLDRS on a continuous basis. Investing in Market 2000+ HOLDRS involves significant risks. See "Risk Factors" starting on page 4. Market 2000+ HOLDRS are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Market 2000+ HOLDRS are not interests in the Bank of New York, as trustee. Please see "Description of the Depositary Trust Agreement" in this prospectus for a more complete description of the duties and responsibilities of the trustee, including the obligation of the trustee to act without negligence or bad faith. The Market 2000+ HOLDRS are listed on the American Stock Exchange under the symbol "MKH." On February 15, 2006, the last reported sale price of the Market 2000+ HOLDRS on the American Stock Exchange was $53.99. ______________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ______________ The date of this prospectus is February 16, 2006. "HOLDRS" and "HOLding Company Depositary ReceiptS" are service marks of Merrill Lynch & Co., Inc. TABLE OF CONTENTS Page SUMMARY........................................................................3 RISK FACTORS...................................................................4 HIGHLIGHTS OF MARKET 2000+ HOLDRS..............................................8 THE TRUST.....................................................................15 DESCRIPTION OF MARKET 2000+ HOLDRS............................................15 DESCRIPTION OF THE UNDERLYING SECURITIES......................................16 DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT.................................18 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.................................21 ERISA CONSIDERATIONS..........................................................26 PLAN OF DISTRIBUTION..........................................................26 LEGAL MATTERS.................................................................26 WHERE YOU CAN FIND MORE INFORMATION...........................................27 _________________________ This prospectus contains information you should consider when making your investment decision. With respect to information about Market 2000+ HOLDRS, you should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell Market 2000+ HOLDRS in any jurisdiction where the offer or sale is not permitted. The Market 2000+ HOLDRS are not registered for public sale outside of the United States. Non-U.S. receipt holders should refer to "United States Federal Income Tax Consequences--Non-U.S. receipt holders" and we recommend that non-U.S. receipt holders consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Market 2000+ HOLDRS or of the underlying securities through an investment in the Market 2000+ HOLDRS. 2 SUMMARY The Market 2000+ HOlding Company Depositary ReceiptS or HOLDRS trust was formed under the depositary trust agreement, dated as of July 26, 2000, among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS, and was amended on August 18, 2000. The trust is not a registered investment company under the Investment Company Act of 1940. The trust currently holds shares of common stock or American depositary shares issued by 55 specified companies that are currently listed on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market System. At the time of the initial offering on August 29, 2000, the Market 2000+ HOLDRS consisted of shares of common stock or American depositary shares of 50 specified companies that were generally considered to be among the largest companies whose common stock or American depositary shares were listed for trading on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market System, as measured in terms of worldwide market capitalization on July 7, 2000. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. See "Highlights of Market 2000+ HOLDRS--Reconstitution events" and "Highlights of Market 2000+ HOLDRS--Rights relating to the underlying securities" for a discussion of how common stocks or American depositary shares of companies who are not the 50 largest as measured in terms of worldwide market capitalization are included in the trust. The number of shares of each company's common stock or American depositary shares currently held by the trust with respect to each round-lot of Market 2000+ HOLDRS is specified under "Highlights of Market 2000+ HOLDRS--The Market 2000+ HOLDRS." This group of common stocks or American depositary shares, and the securities of any company that may be added to the Market 2000+ HOLDRS, are collectively referred to in this prospectus as the securities or the underlying securities. The number of companies in the Market 2000+ HOLDRS may change as a result of reconstitution events, distributions of securities by underlying issuers, or other events. The Market 2000+ HOLDRS are separate from the underlying common stocks or American depositary shares that are represented by the Market 2000+ HOLDRS. On February 14, 2006, there were 896,000 Market 2000+ HOLDRS outstanding. 3 RISK FACTORS An investment in Market 2000+ HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Market 2000+ HOLDRS. General Risk Factors o Loss of investment. Because the value of Market 2000+ HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Market 2000+ HOLDRS if the underlying securities decline in value. o Discount trading price. Market 2000+ HOLDRS may trade at a discount to the aggregate value of the underlying securities. o Ownership of only fractional shares in the underlying securities. As a result of distributions of securities by companies included in the Market 2000+ HOLDRS or other corporate events, such as mergers, a Market 2000+ HOLDR may represent an interest in a fractional share of an underlying security. You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with other fractional shares of such underlying securities included in the HOLDR and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional share ownership in the underlying securities. In addition, if you surrender your Market 2000+ HOLDRS to receive the underlying securities and other property represented by your Market 2000+ HOLDRS, you will receive cash in lieu of your fractional shares. You will not be entitled to any securities if your interest in an underlying security is only a fraction of a share. o Not necessarily consisting of the companies with the largest market capitalization. At the time of the initial offering on August 29, 2000, the companies included in the Market 2000+ HOLDRS were the 50 largest companies whose securities are traded on a U.S. stock market, as measured by worldwide market capitalization on July 7, 2000. One or more of the companies whose common stock or American depositary shares are included in the Market 2000+ HOLDRS may no longer have a market capitalization that is among the 50 companies with the largest market capitalization of companies whose securities are traded on a U.S. stock market. In addition, as a result of a merger, acquisition or stock distribution of one or more of the companies included in the Market 2000+ HOLDRS, the securities of a company that is not presently part of the Market 2000+ HOLDRS may be included in the Market 2000+ HOLDRS. In this case, the Market 2000+ HOLDRS may no longer consist solely of securities issued by companies with the largest market capitalization. o No investigation of underlying securities. The underlying securities initially included in the Market 2000+ HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of issuers with securities traded on a U.S. stock market, without regard for the value, price performance, volatility or investment merit of the underlying securities. The Market 2000+ HOLDRS trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their affiliates, have not performed any investigation or review of the selected companies, including the public filings by the companies. Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their affiliates. o Concentration of investment. As a result of market fluctuations, reconstitution events, distributions of securities by an underlying issuer or other events which may result in the distribution of securities from, or the inclusion of additional securities in the Market 2000+ HOLDRS, an investment in Market 2000+ HOLDRS may represent a concentrated investment in one or more of the underlying securities or one or more industries. A concentrated investment will reduce the diversification of the Market 2000+ HOLDRS and increase your exposure to the risks of concentrated investments. 4 o Conflicting investment choices. In order to sell one or more of the underlying securities individually or to participate in a tender offer relating to one or more of the underlying securities or any form of stock repurchase program by an issuer of an underlying security, you will be required to cancel your Market 2000+ HOLDRS and receive delivery of each of the underlying securities. The cancellation of your Market 2000+ HOLDRS will allow you to sell the individual underlying securities or to deliver the individual underlying securities in a tender offer or any form of stock repurchase program. The cancellation of Market 2000+ HOLDRS will involve payment of a cancellation fee to the trustee. o Trading halts. Trading in Market 2000+ HOLDRS on the American Stock Exchange may be halted if trading in one or more of the underlying securities is halted. Trading in Market 2000+ HOLDRS may be halted even if trading continues in some or all of the underlying securities. If trading is halted in the Market 2000+ HOLDRS, you will not be able to trade Market 2000+ HOLDRS and you will only be able to trade the underlying securities if you cancel your Market 2000+ HOLDRS and receive each of the underlying securities, even though there is trading in some of the underlying securities. o Delisting from the American Stock Exchange. If the number of companies whose securities are held in the trust falls below nine, the American Stock Exchange may consider delisting the Market 2000+ HOLDRS. If the Market 2000+ HOLDRS are delisted by the American Stock Exchange, a termination event will result unless the Market 2000+ HOLDRS are listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Market 2000+ HOLDRS are delisted. There are currently 55 companies whose securities are included in the Market 2000+ HOLDRS. o Possible conflicts of interest. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, selected the underlying securities that were originally included in the Market 2000+ HOLDRS and may face possible conflicts of interest as Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may engage in investment banking or may provide services for issuers of the underlying securities. o Delays in distributions. The depositary trust agreement provides that the trustee will use its reasonable efforts to distribute any cash or other distributions paid in respect of the underlying securities to you as soon as practicable after receipt of such distribution. However, you may receive such cash or other distributions later than you would if you owned the underlying securities outside of the Market 2000+ HOLDRS. In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary. Risk Factors Specific to Companies Included in the Market 2000+ HOLDRS o The stock prices of some of the companies included in the Market 2000+ HOLDRS have been and will likely continue to be extremely volatile, which will directly affect the price volatility of the Market 2000+ HOLDRS, and you could lose all or a substantial part of your investment. The trading prices of the securities of some companies included in the Market 2000+ HOLDRS have been extremely volatile. These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following: o general market fluctuations; o actual or anticipated variations in companies' quarterly operating results; o announcements of technological innovations by competitors of the companies included in the Market 2000+ HOLDRS; o changes in financial estimates by securities analysts; o legal or regulatory developments affecting the companies included in the Market 2000+ HOLDRS or in the industries in which they operate; 5 o announcements by competitors of the companies included in the Market 2000+ HOLDRS of significant acquisitions, strategic partnerships, joint ventures or capital commitments; o departures of key personnel; and o difficulty in obtaining additional financing. In addition, the trading prices of some of the companies included in the Market 2000+ HOLDRS have experienced extreme price and volume fluctuations in recent months. These fluctuations may be unrelated or disproportionate to the operating performance of these companies. The valuations of many of the underlying stocks are high when measured by conventional valuation standards such as price to earnings and price to sales ratios. Some of the companies do not or in the future might not have earnings. As a result, these trading prices may decline substantially and valuations may not be sustained. Any negative change in the publics' perception of the prospects of the underlying companies, generally, could depress their stock prices regardless of the companies' results. Other broad market and industry factors may decrease the stock price of the underlying stocks, regardless of their operating results. Market fluctuations, as well as general political and economic conditions such as recession, war or interest rate or currency rate fluctuations, also may decrease the market price of these stocks. As a result of fluctuations in the trading prices of the companies included in the Market 2000+ HOLDRS, the trading price of Market 2000+ HOLDRS has fluctuated significantly. The initial offering price of a Market 2000+ HOLDR on August 29, 2000 was $97.55 and during 2005, the price of a Market 2000+ HOLDR has reached a high of $56.50 and a low of $52.15. o The international operations of some domestic and foreign companies included in the Market 2000+ HOLDRS expose them to risks associated with instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business. Some domestic and foreign companies included in the Market 2000+ HOLDRS have international operations, which are essential parts of their businesses. The risks of international business that these companies are exposed to include the following: o general economic, social and political conditions; o the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems; o differing tax rates, tariffs, exchange controls or other similar restrictions; o currency fluctuations; o changes in, and compliance with, domestic and foreign laws and regulations which impose a range of restrictions on operations, trade practices, foreign trade and international investment decisions; and o reduction in the number or capacity of personnel in international markets. o It may be impossible to initiate legal proceedings or enforce judgments against some of the companies included in the Market 2000+ HOLDRS. Some of the companies included in the Market 2000+ HOLDRS are incorporated under the laws of a jurisdiction other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be impossible to effect service of process within the United States on some of the companies included in the Market 2000+ HOLDRS or enforce judgments made against them in courts in the United States based on the civil liability provisions of the securities laws of the United States. In addition, awards of punitive damages obtained in courts in the United States may not be enforceable in foreign countries. 6 o Potential voting impediments may exist with respect to the ownership of American depositary shares included in the Market 2000+ HOLDRS. Holders of American depositary shares, including those included in the Market 2000+ HOLDRS, may only exercise voting rights with respect to the securities represented by American depositary shares in accordance with the provisions of deposit agreements entered into in connection with the issuance of the American depositary shares. These deposit agreements may not permit holders of American depositary shares to exercise voting rights that attach to the securities underlying the American depositary shares without the issuer first instructing the depositary to send voting information to the holder of the American depositary share. Also, holders of American depositary shares may not exercise voting rights unless they take a variety of steps, which include registration in the share registry of the company that has issued the securities underlying the American depositary shares. The cumulative effect of these steps may make it impractical for holders of American depositary shares to exercise the voting rights attached to the underlying securities. o Many of the companies included in the Market 2000+ HOLDRS are companies which are involved in the technology and telecommunications industries and are subject to the risks associated with an investment in companies in those industries. The valuations of many technology and telecommunications companies are extraordinarily high based on conventional valuation standards such as price to earnings ratio. As a result, the valuations of companies in these industries, and the trading prices for their stock, may not be sustained. In addition, a company which operates in these industries is exposed to other risks which include the following: o the need to keep pace with rapid technological change in order to remain competitive and to prevent the obsolescence of their products and services; o an inability to adequately protect proprietary rights; o changes in the regulatory environment in which telecommunications companies operate that could affect their ability to offer new or existing products and services; and o the need to create and employ new technologies and to offer new services derived from these new technologies to remain competitive. An investment in the Market 2000+ HOLDRS may be particularly vulnerable to these risks because of the significant number of technology and telecommunications companies included in the Market 2000+ HOLDRS. o Companies whose securities are included in the Market 2000+ HOLDRS may need additional financing, which may be difficult to obtain. Failure to obtain necessary financing or doing so on unattractive terms could adversely affect development and marketing efforts and other operations of companies whose securities are included in Market 2000+ HOLDRS. Companies whose securities are included in the Market 2000+ HOLDRS may need to raise additional capital in order to fund the continued development and marketing of their products or to fund strategic acquisitions or investments. Their ability to obtain additional financing will depend on a number of factors, including market conditions, operating performance and investor interest. These factors may make the timing, amount, terms and conditions of any financing unattractive. If adequate funds are not available or are not available on acceptable terms, companies whose securities are included in the Market 2000+ HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, or delay their introduction of new products and services. Any of these actions may reduce the market price of the underlying securities in the Market 2000+ HOLDRS. 7 HIGHLIGHTS OF MARKET 2000+ HOLDRS This discussion highlights information regarding Market 2000+ HOlding Company Depositary ReceiptS. We present certain information more fully in the rest of this prospectus. You should read the entire prospectus carefully before you purchase Market 2000+ HOLDRS. Issuer............. Market 2000+ HOLDRS Trust. The Trust ......... The Market 2000+ HOLDRS Trust was formed under the depositary trust agreement, dated as of July 26, 2000, among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS, and was amended on August 18, 2000. The trust is not a registered investment company under the Investment Company Act of 1940. Initial depositor... Merrill Lynch, Pierce, Fenner & Smith Incorporated. Trustee ............ The Bank of New York, a New York state-chartered banking organization, is the trustee and receives compensation as set forth in the depositary trust agreement. The trustee is responsible for receiving deposits of underlying securities and delivering Market 2000+ HOLDRS representing the underlying securities issued by the trust. The trustee holds the underlying securities on behalf of the holders of Market 2000+ HOLDRS. Purpose of Market 2000+ HOLDRS............. Market 2000+ HOLDRS are designed to achieve the following: Diversification. Market 2000+ HOLDRS are designed to allow you to diversify your investments by holding the securities of companies that are traded on a U.S. stock market, through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. At the time of the initial offering on August 29, 2000, the Market 2000+ HOLDRS consisted of the securities of the largest companies whose common stock or American depositary shares were traded on a U.S. stock market, as measured by worldwide market capitalization on July 7, 2000. Flexibility. The beneficial owners of Market 2000+ HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Market 2000+ HOLDRS, and can cancel their Market 2000+ HOLDRS to receive each of the underlying securities represented by the Market 2000+ HOLDRS. Transaction costs. The expenses associated with buying and selling Market 2000+ HOLDRS are expected to be less than buying and selling each of the underlying securities in a traditional brokerage account with transaction-based charges. Trust assets....... The trust holds shares of securities issued by specified companies that, when initially selected, were the largest companies with securities traded on a U.S. stock market, as measured in terms of worldwide market capitalization on July 7, 2000. Except when a reconstitution event, distribution of securities by an underlying issuer or other event occurs, the underlying securities will not change and the securities of a new company will not be added to the securities underlying the Market 2000+ HOLDRS. Reconstitution events are described in this prospectus under the heading "Description of the Depositary Trust 8 Agreement--Distributions" and "Description of the Depositary Trust Agreement--Reconstitution events." There are currently 55 companies included in the Market 2000+ HOLDRS. The trust's assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust. The Market 2000+ HOLDRS............. The trust has issued, and may continue to issue, Market 2000+ HOLDRS that represent an undivided beneficial ownership interest in the shares of U.S.-traded securities that are held by the trust. The Market 2000+ HOLDRS themselves are separate from the underlying securities that are represented by the Market 2000+ HOLDRS. The following chart provides the o names of the 55 issuers of the underlying securities represented by a Market 2000+ HOLDR, o stock ticker symbols, o share amounts currently represented by a round-lot of 100 Market 2000+ HOLDRS, and o principal U.S. market on which the underlying securities represented by the Market 2000+ HOLDRS are traded.
Share Primary Trading Name of Company(1)(2) Ticker Amounts Market --------------------------------------------- --------- -------------- ------------------ Agere Systems Inc. AGR 0.110136986 NYSE American International Group, Inc. AIG 2 NYSE Astrazeneca p.l.c. * AZN 4 NYSE AT&T Inc.(2) T 4.9353 NYSE AVAYA Inc. AV 0.3333 NYSE BellSouth Corporation BLS 5 NYSE BP p.l.c. * BP 3 NYSE Bristol-Myers Squibb Company BMY 3 NYSE BT Group p.l.c. BT 2 NYSE CBS Corporation(3) CBS 1.5 NYSE Cisco Systems, Inc. CSCO 3 NASDAQ Citigroup Inc. C 3 NYSE The Coca-Cola Company KO 3 NYSE Comcast Corporation CMCSA 1.941 NASDAQ Dell Inc. DELL 5 NASDAQ Deutsche Telekom AG * DT 5 NYSE Eli Lilly and Company LLY 2 NYSE EMC Corporation EMC 2 NYSE Exxon Mobil Corporation XOM 4 NYSE France Telecom * FTE 2 NYSE General Electric Company GE 3 NYSE GlaxoSmithKline p.1.c. GSK 3 NYSE Hewlett-Packard Company HPQ 4 NYSE Home Depot, Inc. HD 4 NYSE Intel Corporation INTC 2 NASDAQ International Business Machines Corporation IBM 2 NYSE JDS Uniphase Corporation JDSU 2 NASDAQ Johnson & Johnson JNJ 4 NYSE LM Ericsson Telephone Company * ERICY 0.9 NASDAQ Lucent Technologies Inc. LU 4 NYSE
9
McDATA Corporation MCDTA 0.0736 NASDAQ Medco Health Solutions MHS 0.3618 NYSE Merck & Co., Inc. MRK 3 NYSE Microsoft Corporation MSFT 6 NASDAQ Morgan Stanley MWD 2 NYSE Nippon Telegraph and Telephone Corporation * NTT 3 NYSE Nokia Corp. * NOK 4 NYSE Nortel Networks Corporation NT 2 NYSE Novartis AG * NVS 5 NYSE Oracle Corporation ORCL 4 NASDAQ Pfizer Inc. PFE 4 NYSE Qwest Communications International Inc. Q 4 NYSE Sony Corporation * SNE 2 NYSE Sun Microsystems, Inc. SUNW 4 NASDAQ Syngenta AG SYT 1.0386 NYSE The St. Paul Travelers Companies Inc. STA 0.1715 NYSE Texas Instruments Incorporated TXN 3 NYSE Time Warner Inc. TWX 6 NYSE Total S.A. * TOT 2 NYSE Toyota Motor Corporation * TM 2 NYSE Verizon Communications VZ 4 NYSE Viacom Inc.(3) VIAB 1.5 NYSE Vodafone Group p.l.c. * VOD 5 NYSE Wal-Mart Stores Inc. WMT 4 NYSE Zimmer Holdings, Inc. ZMH 0.3 NYSE
--------------- *The securities of this non-U.S. company trade in the United States as American depositary receipts. (1) Effective November 21, 2005, Royal Dutch Petroleum Company, a component of the Market 2000+ HOLDRS Trust, was delisted from trading on the NYSE. Shares of Royal Dutch Petroleum Company were distributed at the rate of 0.03 shares per 100 share round lot of Market 2000+ HOLDRS. (2) The merger of SBC Communications, Inc (NYSE: "SBC") and AT&T Corp (NYSE: "T"), both constituents of the Market 2000+ HOLDRS Trust, became effective on November 18, 2005. As a result, AT&T Corp. is no longer an underlying security of the Market 2000+ HOLDRS. For the 1.2 shares of AT&T Corp. per 100 share round lot of Market 2000+ HOLDRS, The Bank of New York received 0.935304 shares of SBC Communications. Effective November 21, 2005, SBC Communications Inc, an underlying constituent of the Market 2000+ HOLDRS Trust, changed its name and ticker symbol to AT&T Inc (NYSE: "T"). Creations of Market 2000+ HOLDRS will require a deposit of 4 shares of AT & T Inc per round lot of 100 Market 2000+ HOLDRS. (3) On January 1, 2006, Viacom Inc. was separated into two companies, creating a new company named Viacom Inc. (or referred to as "New Viacom"), and the existing company was renamed "CBS Corporation" at the time of the separation. For the 3 shares of Viacom Inc. per 100 share round lot of Market 2000+ HOLDRSSM, The Bank of New York received 1.5 shares of Viacom Inc. (NYSE: "VIA.B") and 1.5 shares CBS Corp. (NYSE: "CBS"). At the time of the initial offering on August 29, 2000, the companies whose securities were included in the Market 2000+ HOLDRS generally were considered to be among the 50 largest and most liquid companies, measured by worldwide market capitalization on July 7, 2000, with securities traded on a U.S. stock market. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. The trust only will issue and cancel, and you only may obtain, hold, trade or surrender Market 2000+ HOLDRS in a round-lot of 100 Market 2000+ HOLDRS and round-lot multiples. The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Market 2000+ HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Market 2000+ HOLDRS. The number of outstanding Market 2000+ HOLDRS will increase and decrease as a result of in-kind deposits and withdrawals of the underlying securities. The trust will stand ready to issue additional Market 2000+ HOLDRS on a continuous basis when an investor deposits the required number of securities with the trustee. Purchases.......... You may acquire Market 2000+ HOLDRS in two ways: o through an in-kind deposit of the required number of shares of securities of the underlying issuers with the trustee, or o through a cash purchase in the secondary trading market. Issuance and cancellation fees.. If you wish to create Market 2000+ HOLDRS by delivering to the trust the requisite number of securities represented by a round-lot of 100 Market 2000+ HOLDRS, The Bank of New York as trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS. If you wish to cancel your Market 2000+ HOLDRS and withdraw your underlying securities, The Bank of New York as trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS. Commissions........ If you choose to deposit underlying securities in order to receive Market 2000+ HOLDRS, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker in addition to the issuance fee, charged by the trustee, described above. Custody fees....... The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Market 2000+ HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trust. With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, the record date for which falls in such calendar year. Rights relating to Market 2000+ HOLDRS............. You have the right to withdraw the underlying securities upon request by delivering a round-lot or integral multiple of a round-lot of Market 2000+ HOLDRS to the trustee, during the trustee's business hours, and paying the cancellation fees, taxes and other charges. You should receive the underlying securities no later than the business day after the trustee receives a proper notice of cancellation. The trustee will not deliver fractional shares of underlying securities. To the extent that any cancellation of Market 2000+ HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell the fractional share in the market and the trust, in turn, will deliver cash in lieu of the fractional share. Except with respect to the right to vote for dissolution of the trust, the Market 2000+ HOLDRS themselves will not have voting rights. 11 Rights relating to the underlying securities......... Market 2000+ HOLDRS represents your beneficial ownership of the underlying securities. Owners of Market 2000+ HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially in street name outside of Market 2000+ HOLDRS. These include the right to instruct the trustee to vote the underlying securities, to receive any dividends and other distributions on the underlying securities that are declared and paid to the trustee by an issuer of an underlying security, the right to pledge Market 2000+ HOLDRS and the right to surrender Market 2000+ HOLDRS to receive the underlying securities and other property then represented by the Market 2000+ HOLDRS. Market 2000+ HOLDRS does not change your beneficial ownership in the underlying securities under United States federal securities laws, including sections 13(d) and 16(a) of the Exchange Act. As a result, you have the same obligations to file insider trading reports that you would have if you held the underlying securities outside of Market 2000+ HOLDRS. However, due to the nature of Market 2000+ HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Market 2000+ HOLDRS (and pay the applicable fees) and receive all of the underlying securities. A holder of Market 2000+ HOLDRS is not a registered owner of the underlying securities. In order to become a registered owner, a holder of Market 2000+ HOLDRS would need to surrender their Market 2000+ HOLDRS, pay the applicable fees and expenses, receive all of the underlying securities and follow the procedures established by the issuers of the underlying securities for registering their securities in the name of such holder. You retain the right to receive any reports and communications that the issuers of underlying securities are required to send to beneficial owners of their securities. As such, you will receive such reports and communications from the broker through which you hold your Market 2000+ HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Market 2000+ HOLDRS in "street name" through a brokerage account. The trustee will not attempt to exercise the right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions. The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with respect to the underlying securities. However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights may be distributed to you, may be disposed of for your benefit, or may lapse. There may be a delay between the time any cash or other distribution is received by the trustee with respect to the underlying securities and the time such cash or other distributions are distributed to you. In addition, you are not entitled to any interest on any distribution by reason of any delay in distribution by the trustee. If any tax or other governmental charge becomes due with respect to Market 2000+ HOLDRS or any underlying securities, you will be responsible for paying that tax or governmental charge. 12 If you wish to participate in a tender offer for any of the underlying securities, or any form of stock repurchase program by an issuer of an underlying security, you must surrender your Market 2000+ HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Market 2000+ HOLDRS. For specific information about obtaining your underlying securities, you should read the discussion under the caption "Description of the Depositary Trust Agreement--Withdrawal of Underlying Securities." Ownership rights in fractional shares in the underlying securities......... As a result of distributions of securities by companies included in the Market 2000+ HOLDRS or other corporate events, such as mergers, a Market 2000+ HOLDR may represent an interest in a fractional share of an underlying security. You are entitled to receive distributions proportionate to your fractional shares. In addition, you are entitled to receive proxy materials and other shareholder communications and you are entitled to exercise voting rights proportionate to your fractional shares. The trustee will aggregate the votes of all of the share fractions represented by Market 2000+ HOLDRS and will vote the largest possible number of whole shares. If, after aggregation, there is a fractional remainder, this fraction will be ignored, because the issuer will only recognize whole share votes. For example, if 100,001 round-lots of 100 Market 2000+ HOLDRS are outstanding and each round-lot of 100 Market 2000+ HOLDR represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Market 2000+ HOLDRS. If holders of 50,000 round-lots of 100 Market 2000+ HOLDRS vote their underlying securities "yes" and holders of 50,001 round-lots of 100 Market 2000+ HOLDRS vote their underlying securities "no", there will be 87,500 affirmative votes and 87,501.75 negative votes. The trustee will ignore the .75 negative votes and will deliver to the issuer 87,500 affirmative votes and 87,501 negative votes. Reconstitution events............. The depositary trust agreement provides for the automatic distribution of underlying securities from the Market 2000+ HOLDRS to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS. B. If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS. C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation, corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company or the securities received in exchange for the securities of the underlying issuer whose securities cease to be outstanding to the beneficial owners of Market 2000+ HOLDRS, unless the consideration received consists of securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In this case, the securities 13 received will be treated as additional underlying securities and will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the securities are delisted. To the extent a distribution of underlying securities from the Market 2000+ HOLDRS is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event. However, any distribution of securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System will be deposited into the trust and will become part of the Market 2000+ HOLDRS. Termination events..A. The Market 2000+ HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Market 2000+ HOLDRS are delisted. B. The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. C. Beneficial owners of at least 75% of outstanding Market 2000+ HOLDRS vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities as promptly as practicable after the termination event. Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Market 2000+ HOLDRS surrendered, along with any taxes or other governmental charges, if any. United States federal income tax consequences....... The United States federal income tax laws will treat a U.S. holder of Market 2000+ HOLDRS as directly owning the underlying securities. The Market 2000+ HOLDRS themselves will not result in any United States federal tax consequences separate from the tax consequences associated with ownership of the underlying securities. Listing............ The Market 2000+ HOLDRS are listed on the American Stock Exchange under the symbol "MKH." On February 15, 2006, the last reported sale price of the Market 2000+ HOLDRS on the American Stock Exchange was $53.99. Trading............ Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Market 2000+ HOLDRS. Bid and ask prices, however, are quoted per single Market 2000+ HOLDRS. Clearance and settlement..... Market 2000+ HOLDRS have been issued in book-entry form. Market 2000+ HOLDRS are evidenced by one or more global certificates that the trustee has deposited with The Depository Trust Company, referred to as DTC. Transfers within DTC will be in accordance with DTC's usual rules and operating procedures. For further information see "Description of Market 2000+ HOLDRS." 14 THE TRUST General. This discussion highlights information about the Market 2000+ HOLDRS Trust. You should read this information, information about the depositary trust agreement as well as the depositary trust agreement and the amendment to the depositary trust agreement before you purchase Market 2000+ HOLDRS. The material terms of the depositary trust agreement are described in this prospectus under the heading "Description of the Depositary Trust Agreement." The Market 2000+ HOLDRS Trust. The trust was formed pursuant to the depositary trust agreement, dated as of July 26, 2000. The depositary trust agreement was amended on August 18, 2000. The Bank of New York is the trustee. The Market 2000+ HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940. The Market 2000+ HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Market 2000+ HOLDRS. The trustee will perform only administrative and ministerial acts. The property of the trust consists of the underlying securities and all monies or other property, if any, received by the trustee. The trust will terminate on December 31, 2040, or earlier if a termination event occurs. DESCRIPTION OF MARKET 2000+ HOLDRS The trust has issued Market 2000+ HOLDRS under the depositary trust agreement described in this prospectus under the heading "Description of the Depositary Trust Agreement." The trust may issue additional Market 2000+ HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee. You may only acquire, hold, trade and surrender Market 2000+ HOLDRS in a round-lot of 100 Market 2000+ HOLDRS and round-lot multiples. The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Market 2000+ HOLDRS. In the event of a stock split, reverse stock split or other distribution by the issuer of an underlying security that results in a fractional share becoming represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Market 2000+ HOLDRS. Market 2000+ HOLDRS will represent your individual and undivided beneficial ownership interest in the specified underlying securities. The companies selected as part of this receipt program are listed above in the section entitled "Highlights of Market 2000+ HOLDRS--The Market 2000+ HOLDRS." Beneficial owners of Market 2000+ HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities in "street name" outside of the trust. These include the right of investors to instruct the trustee to vote the securities, and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to cancel Market 2000+ HOLDRS to receive the underlying securities. See "Description of the Depositary Trust Agreement." Market 2000+ HOLDRS are not intended to change your beneficial ownership in the underlying securities under federal securities laws, including sections 13(d) and 16(a) of the Securities Exchange Act of 1934. The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt. Market 2000+ HOLDRS may trade in the secondary market at prices that are lower than the aggregate value of the corresponding underlying securities. If, in such case, an owner of Market 2000+ HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Market 2000+ HOLDRS. Such cancellation will require payment of fees and expenses as described in "Description of the Depositary Trust Agreement--Withdrawal of underlying securities." Market 2000+ HOLDRS are evidenced by one or more global certificates that the trustee has deposited with DTC and registered in the name of Cede & Co., as nominee for DTC. Market 2000+ HOLDRS are available only in 15 book-entry form. Owners of Market 2000+ HOLDRS hold their Market 2000+ HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC. DESCRIPTION OF THE UNDERLYING SECURITIES Selection criteria. The underlying securities of the Market 2000+ HOLDRS were, when the Market 2000+ HOLDRS were initially issued on August 29, 2000, the common stocks and American depositary shares of a group of 50 specified companies that, at the time of selection, were among the largest companies whose securities were traded on a U.S. stock market, as measured in terms of worldwide market capitalization on July 7, 2000. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. Due to distributions of securities by underlying issuers, reconstitution events or other events, one or more of the issuers of the underlying securities may no longer have a market capitalization which ranks among the 50 companies with the largest market capitalization whose securities are traded on a U.S. stock market. In this case, the Market 2000+ HOLDRS may consist of securities issued by companies that do not have the largest market capitalization. Merrill Lynch, Pierce, Fenner & Smith Incorporated will determine, in its sole discretion, whether the issuer of a particular underlying security continues to have a leading market capitalization and will undertake to make adequate disclosure when necessary. Underlying securities. For a list of the underlying securities represented by Market 2000+ HOLDRS, please refer to "Highlights of Market 2000+ HOLDRS--The Market 2000+ HOLDRS." If the underlying securities change because of a reconstitution event, a distribution of securities by an underlying issuer or other event, a revised list of underlying securities will be set forth in a prospectus supplement and filed with the SEC on a periodic basis. No investigation. The trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate of these entities, have not performed any investigation or review of the selected companies, including the public filings by the companies. Accordingly, before you acquire Market 2000+ HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities. See "Risk Factors" and "Where You Can Find More Information." Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their affiliates. General background and historical information. For a brief description of the business of each of the issuers of the underlying securities and monthly pricing information showing the historical performance of each underlying issuer's securities see "Annex A." 16 The following table and graph set forth the composite performance of all 55 of the currently underlying securities represented by a single Market 2000+ HOLDR, measured on January 30, 1998 and thereafter as of the end of each month through February 14, 2006. The performance table and graph data are adjusted for any splits that may have occurred over the measurement period. Past movements of the underlying securities are not necessarily indicative of future values.
Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price ------ ------- ------ --------- ------ ------- ------ -------- January 30........ 43.01 January 29....... 66.99 January 31........ 85.32 January 31....... 74.17 February 27....... 45.85 February 26...... 65.17 February 29....... 87.05 February 28...... 64.79 March 31.......... 48.02 March 31......... 68.47 March 31.......... 94.02 March 30......... 61.29 April 30.......... 49.44 April 30.......... 69.22 April 28.......... 89.54 April 30......... 66.56 May 29............ 48.23 May 28............ 67.25 May 31............ 84.51 May 31........... 64.86 June 30........... 51.92 June 30........... 71.58 June 30........... 89.42 June 29.......... 62.38 July 31........... 52.83 July 30........... 69.98 July 31........... 85.78 July 31.......... 61.51 August 31......... 46.05 August 31......... 70.43 August 31......... 87.80 August 31........ 56.23 September 30...... 49.39 September 30...... 71.28 September 29...... 81.65 September 28..... 53.69 October 30........ 53.34 October 29........ 77.60 October 31........ 80.01 October 31....... 54.39 November 30....... 57.03 November 30....... 82.89 November 30....... 73.08 November 30...... 57.38 December 31....... 62.38 December 31....... 90.95 December 29....... 71.22 December 31...... 57.00
Closing Closing Closing Closing 2002 Price 2003 Price 2004 Price 2005 Price ----- ------- ----- -------- ------ ------- ----- --------- January 31........ 55.13 January 31..... 41.29 January 30........ 52.32 January 31... 51.19 February 28....... 54.30 February 28.... 40.16 February 27....... 52.48 February 28.. 52.49 March 28.......... 55.17 March 31....... 40.62 March 31....... 51.23 March 31..... 51.24 April 30.......... 50.18 April 30.......... 43.94 April 30.......... 50.54 April 29......... 50.54 May 31............ 49.52 May 30............ 45.66 May 28............ 50.66 May 31........... 51.20 June 28........... 46.11 June 30........... 46.13 June 30........... 51.06 June 30.......... 50.82 July 31........... 42.58 July 31........... 45.85 July 30........... 49.60 July 29.......... 52.36 August 30......... 42.44 August 29......... 46.11 August 31......... 49.55 August 31........ 52.03 September 30...... 37.76 September 30...... 46.15 September 30...... 49.38 September 30..... 52.57 October 31........ 42.81 October 31........ 48.28 October 29........ 50.12 October 31....... 51.45 November 29....... 45.64 November 28....... 48.53 November 30....... 51.23 November 30...... 52.07 December 31....... 42.52 December 31....... 51.43 December 31....... 52.96 December 30...... 52.69
Closing 2006 Price ------ --------- January 31........ 54.04 February 14....... 54.11 [GRAPHIC OMITTED] 17 DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT General. The depositary trust agreement, dated as of July 26, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as trustee, other depositors and the owners of the Market 2000+ HOLDRS, provides that Market 2000+ HOLDRS will represent an owner's undivided beneficial ownership interest in the securities of the underlying companies. The depositary trust agreement was amended on August 18, 2000 to modify the reconstitution events, described below. The trustee. The Bank of New York serves as trustee for the Market 2000+ HOLDRS. The Bank of New York, which was founded in 1784, was New York's first bank and is the oldest bank in the country still operating under its original name. The Bank is a state-chartered New York banking corporation and a member of the Federal Reserve System. The Bank conducts a national and international wholesale banking business and a retail banking business in New York City, New Jersey and Connecticut, and provides a comprehensive range of corporate and personal trust, securities processing and investment services. In addition, The Bank of New York acts as depositary for some foreign issuers whose American depositary shares are included in the Market 2000+ HOLDRS. Issuance, transfer and surrender of Market 2000+ HOLDRS. You may create and cancel Market 2000+ HOLDRS only in round-lots of 100 Market 2000+ HOLDRS. You may create Market 2000+ HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Market 2000+ HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Market 2000+ HOLDRS. Similarly, you must surrender Market 2000+ HOLDRS in integral multiples of 100 Market 2000+ HOLDRS to withdraw deposited shares from the trust. The trustee will not deliver fractional shares of underlying securities, and to the extent that any cancellation of Market 2000+ HOLDRS would otherwise require the delivery of fractional shares, the trust will deliver cash in lieu of such shares. You may request withdrawal of your deposited shares during the trustee's normal business hours. The trustee expects that in most cases it will deliver your deposited shares within one business day of your withdrawal request. Voting rights. You will receive proxy soliciting materials provided by issuers of the deposited shares so as to permit you to give the trustee instructions as to how to vote on matters to be considered at any annual or special meetings held by issuers of the underlying securities. Under the depositary trust agreement, any beneficial owner of Market 2000+ HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated owning Market 2000+ HOLDRS for its own proprietary account as principal, will have the right to vote to dissolve and liquidate the trust. Distributions. You will be entitled to receive, net of trustee fees, distributions of cash, including dividends, securities or property, if any, made with respect to the underlying securities. The trustee will use its reasonable efforts to ensure that it distributes these distributions as promptly as practicable after the date on which it receives the distribution. Therefore, you may receive your distributions substantially later than you would have had you held the underlying securities directly. Any distributions of securities by an issuer of underlying securities will be deposited into the trust and will become part of the Market 2000+ HOLDRS if such securities are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. You will be obligated to pay any tax or other charge that may become due with respect to Market 2000+ HOLDRS. The trustee may deduct the amount of any tax or other governmental charge from a distribution before making payment to you. In addition, the trustee will deduct its quarterly custody fee of $2.00 for each round-lot of 100 Market 2000+ HOLDRS from quarterly dividends, if any, paid to the trustee by the issuers of the underlying securities. With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. Record dates. With respect to dividend payments and voting instructions, the trustee expects to fix the trust's record dates as close as possible to the record date fixed by the issuer of the underlying securities. 18 Shareholder communications. The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities. Withdrawal of underlying securities. You may surrender your Market 2000+ HOLDRS and receive underlying securities during the trustee's normal business hours and upon the payment of applicable fees, taxes or governmental charges, if any. You should receive your underlying securities no later than the business day after the trustee receives your request. If you surrender Market 2000+ HOLDRS in order to receive underlying securities, you will pay to the trustee a cancellation fee of up to $10.00 per round-lot of 100 Market 2000+ HOLDRS. Further issuances of Market 2000+ HOLDRS. The depositary trust agreement provides for further issuances of Market 2000+ HOLDRS on a continuous basis without your consent. Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS. B. If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS. C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation or other corporate combination, the trustee will distribute the consideration paid by and received from the acquiring company to the beneficial owners of Market 2000+ HOLDRS, unless the consideration received is securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In such case, the securities received will be treated as additional underlying securities and will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date such securities are delisted. To the extent a distribution of underlying securities is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event. As provided in the amendment to the depositary trust agreement, securities of a new company will be added to the Market 2000+ HOLDRS as a result of a distribution of securities by an underlying issuer or where an event occurs, such as a merger, where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. It is anticipated that most distributions or exchanges of securities will result in the inclusion of new securities in the Market 2000+ HOLDRS. Termination of the trust. The trust will terminate if the trustee resigns and no successor trustee is appointed as initial depositor within 60 days from the date the trustee provides notice to the initial depositor of its intent to resign. Upon termination, the beneficial owners of Market 2000+ HOLDRS will surrender their Market 2000+ HOLDRS as provided in the depositary trust agreement, including payment of any fees of the trustee or applicable taxes or governmental charges due in connection with delivery to the owners of the underlying securities. The trust also will terminate if Market 2000+ HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Market 2000+ HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of 19 outstanding Market 2000+ HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event occurs. Amendment of the depositary trust agreement. The trustee and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any provisions of the depositary trust agreement without the consent of any other depositor or any of the owners of the Market 2000+ HOLDRS. Promptly after the execution of any amendment to the agreement, the trustee must furnish or cause to be furnished written notification of the substance of the amendment to each owner of Market 2000+ HOLDRS. Any amendment that imposes or increases any fees or charges, subject to exceptions, or that otherwise prejudices any substantial existing right of the owners of Market 2000+ HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Market 2000+ HOLDRS. Issuance and cancellation fees. If you wish to create Market 2000+ HOLDRS by delivering to the trust the requisite underlying securities, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS. If you wish to cancel your Market 2000+ HOLDRS and withdraw your underlying securities, the trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS issued. The trustee may negotiate either of these fees depending on the volume, frequency and size of the issuance or cancellation transactions. Commissions. If you choose to create Market 2000+ HOLDRS, you will be responsible for paying any sales commissions associated with your purchase of the underlying securities that are charged by your broker, whether it be a member of the selling group or another broker, in addition to the issuance fee described above. Custody fees. The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Market 2000+ HOLDRS to be deducted from any dividend payments or other cash distributions on underlying securities received by the trustee. With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the Trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. The trustee cannot recapture unpaid custody fees from prior years. Address of the trustee. The Bank of New York, ADR Department, 101 Barclay Street, New York, New York 10286. Governing law. The depositary trust agreement and the Market 2000+ HOLDRS are governed by the laws of the State of New York. The trustee will provide the depositary trust agreement to any owner of the underlying securities free of charge upon written request. Duties and immunities of the trustee. The trustee assumes no responsibility or liability for, and makes no representations as to, the validity or sufficiency, or as to the accuracy of the recitals, if any, set forth in the Market 2000+ HOLDRS. The trustee has undertaken to perform only those duties as are specifically set forth in the depositary trust agreement. Subject to the preceding sentence, the trustee is liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee is not negligent in ascertaining the relevant facts. 20 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 1. General The following discussion represents the opinion of Shearman & Sterling LLP, our special U.S. federal income tax counsel, as to the principal U.S. federal income tax consequences relating to the Market 2000+ HOLDRS for: o an individual who is a citizen or resident of the United States; o a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereon or the District of Columbia; o an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; o a trust if either (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person (a "U.S. receipt holder"); and o any individual, corporation, estate or trust that is not a U.S. receipt holder (a "non-U.S. receipt holder"). If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds Market 2000+ HOLDRS, the tax treatment of the partnership and each partner will generally depend on the status of the partner and the activities of the partnership. Partnerships acquiring Market 2000+ HOLDRS, and partners in such partnerships, should consult their tax advisors. This discussion is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations, possibly on a retroactive basis. The discussion does not deal with all U.S. federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules, such as (without limitation) tax-exempt entities, banks, dealers in securities, U.S. receipt holders whose functional currency is not the U.S. dollar, investors who acquire or hold any Market 2000+ HOLDRS as part of a conversion, straddle or other hedging transaction, certain former citizens and residents of the United States and persons subject to the alternative minimum tax.. In addition, this discussion generally is limited to investors who will hold the Market 2000+ HOLDRS as "capital assets" (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Moreover, this discussion does not address Europe 2001 held by a partnership or other flow through entity. We recommend that you consult with your own tax advisor with regard to the application of the U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction. Taxation of the trust The trust will provide for flow through tax consequences as it will be treated as a grantor trust or custodial arrangement for U.S. federal income tax purposes. Taxation of Market 2000+ HOLDRS A receipt holder purchasing and owning Market 2000+ HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Market 2000+ HOLDRS. Consequently, if there is a taxable cash distribution on an underlying security, a holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the holder receives the cash distribution from the trustee. Qualified dividend income received in respect of Market 2000+ HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates. Qualified dividend 21 income includes dividends received from domestic corporations and "qualified foreign corporations," as such term is defined below under "Special considerations with respect to underlying securities of foreign issuers." In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder's holding period with respect to an underlying security may be tolled for any period in which such holder has diminished its risk of loss in respect of such security by (for example) entering into a hedging transaction. Special rules apply to a U.S. receipt holder who leverages its investment in Market 2000+ HOLDRS. U.S. receipt holders that are corporations may be eligible for a dividend-received deduction in respect of dividends received from domestic corporations. A receipt holder will determine its initial tax basis in each of the underlying securities by allocating the purchase price for the Market 2000+ HOLDRS among the underlying securities based on their relative fair market values at the time of purchase. Similarly, when a holder sells a receipt, it will determine the amount realized with respect to each security by allocating the sales price among the underlying securities based on their relative fair market values at the time of sale. A holder's gain or loss with respect to each security will be computed by subtracting its adjusted basis in the security from the amount realized on the security. With respect to purchases of Market 2000+ HOLDRS for cash in the secondary market, a receipt holder's aggregate tax basis in each of the underlying securities will be equal to the purchase price of the Market 2000+ HOLDRS. Similarly, with respect to sales of Market 2000+ HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Market 2000+ HOLDRS will be equal to the aggregate amount realized with respect to each of the underlying securities. The distribution of any securities by the trust upon the surrender of Market 2000+ HOLDRS, the occurrence of a reconstitution event, or a termination event will not be a taxable event, except to the extent that cash is distributed in lieu of fractional shares. Gain or loss with respect to fractional shares shall be computed by allocating a portion of the aggregate tax basis of the distributed securities to such fractional shares. The receipt holder's aggregate tax basis with respect to the distributed securities will be the same as when held through the trust, less any tax basis allocated to fractional shares. The receipt holder's holding period with respect to the distributed securities will include the period that the holder held the securities through the trust. Brokerage fees and custodian fees The brokerage fee incurred in purchasing a receipt will be treated as part of the cost of the underlying securities. Accordingly, a holder includes this fee in its tax basis in the underlying securities. A holder will allocate the brokerage fee among the underlying securities using either a fair market value allocation or pro rata based on the number of shares of each underlying security. Similarly, the brokerage fee incurred in selling Market 2000+ HOLDRS will reduce the amount realized with respect to the underlying securities. A holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid. These custodian fees will be treated as an expense incurred in connection with a holder's investment in the underlying securities and may be deductible. If a holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part. Special considerations with respect to underlying securities of foreign issuers If any of the underlying securities are securities of foreign issuers, the gross amount of any taxable cash distribution will not be eligible for the dividends received deduction generally allowed to corporate U.S. receipt holders. As discussed above, dividends received by certain U.S. receipt holders from an issuer of underlying securities that is a "qualified foreign corporation" will be eligible for U.S. federal income taxation at preferential rates. A qualified foreign corporation includes: 22 o a foreign corporation that is eligible for the benefits of a comprehensive U.S. income tax treaty, which the Secretary of the Treasury determines to be satisfactory and that includes an exchange of information program, o a foreign corporation if the stock to which the dividend is paid is readily tradable on an established market in the United States, and o a corporation that is incorporated in a possession of the United States but will not include: o a passive foreign investment company (as defined below), o a foreign personal holding company (as specially defined in the Code), or o a foreign investment company (as specially defined in the Code). The foreign personal holding company rules and the foreign investment company rules have generally been repealed for taxable years of foreign corporations beginning after December 31, 2004. If a foreign issuer pays a dividend in a currency other than in U.S. dollars, the amount of the dividend for U.S. federal income tax purposes will be the U.S. dollar value (determined at the spot rate on the date of the payment) regardless of whether the payment is later converted into U.S. dollars. In this case, the U.S. receipt holder may recognize ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars. Subject to certain conditions and limitations, any foreign tax withheld on dividends may be deducted from taxable income or credited against a U.S. receipt holder's U.S. federal income tax liability. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by a foreign issuer generally will constitute "passive income" or, in the case of some U.S. holders, "financial services income." For taxable years beginning after December 31, 2006, the number of specific classes of income for which a separate limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated will be reduced to two types of income, "passive income" and "general income." In addition, dividends distributed by a foreign issuer that constitutes "financial services income" with respect to a U.S. Holder will be treated as constituting "general income." For purposes of the U.S. foreign tax credit limitation, dividends received by a U.S. receipt holder with respect to an underlying security of a foreign issuer generally will be treated as foreign source income while any gain or loss recognized from the sale of such security generally will be treated as from sources within the United States. The rules relating to the determination of the foreign tax credit are complex and we recommend that U.S. receipt holders consult their own tax advisors to determine whether and to what extent a credit would be available. Dividends and distributions made by a foreign issuer may be subject to a foreign withholding tax. Some foreign issuers may make arrangements through which holders of their American depositary shares or global shares can apply for a refund of withheld taxes. With respect to these issuers, holders of Market 2000+ HOLDRS may be able to use these arrangements to apply for a refund of withheld taxes. In some cases, however, the holders of Market 2000+ HOLDRS may have to independently apply to a foreign tax authority for a refund of withheld taxes. Additionally, special U.S. federal income tax rules apply to U.S. persons owning shares of a "passive foreign investment company" (a "PFIC"). The Initial Depositor is not aware that any of the foreign issuers of the underlying securities is currently a PFIC, although no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner which affects the PFIC determination. The Initial Depositor will notify the trustee, who in turn will notify the receipt holders, if it becomes aware that any of the foreign issuers is a PFIC. A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules, either: 23 o at least 75% of its gross income is "passive income;" or o on average at least 50% of the gross value of its assets is attributable to assets that produce "passive income" or are held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents, and gains from commodities and securities transactions. If a corporation were classified as a PFIC, a U.S. receipt holder could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the Market 2000+ HOLDRS or of the underlying securities or upon the receipt of "excess distributions." To avoid the interest charge provisions described in the preceding sentence, a U.S. receipt holder can make one of certain elections (to the extent available under specific rules) including an election to be taxed currently on its pro rata portion of the corporation's income, whether or not the income was distributed in the form of dividends or otherwise. Non-U.S. receipt holders A non-U.S. receipt holder generally will be subject to U.S. withholding tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty with respect to dividends received on underlying securities of U.S. issuers. A non-U.S. receipt holder who wishes to claim a reduction in withholding under the benefit of an applicable tax treaty must comply with certification requirements. However, if that income is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder, then those dividends will be exempt from withholding tax, provided the holder complies with applicable certification and disclosure requirements. A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to dividends received on any underlying securities of a foreign issuer, unless that income is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder. With respect to dividends of U.S. and any foreign issuers, a non-U.S. receipt holder's dividends that are effectively connected with a U.S. trade or business or dividends attributable to a permanent establishment, net of relevant deductions and credits, will be subject to U.S. federal income taxation at the same graduated rates applicable to U.S. persons. In addition to this graduated tax, effectively connected dividends or dividends attributable to a permanent establishment received by a corporate non-U.S. receipt holder may also be subject to a branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty. Under some circumstances, a corporate non- U.S. receipt holder whose dividends are so effectively connected or attributable shall be entitled to a dividends received deduction equal to 70% or 80% of the amount of the dividend. A non-U.S. receipt holder that is eligible for a reduced rate of withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service. A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized upon the sale or other disposition of Market 2000+ HOLDRS or of the underlying securities unless: o that gain is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder, o in the case of any gain realized by an individual non-U.S. receipt holder, the holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met, or o the underlying securities issuer is or has been a U.S. real property holding corporation for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the 24 disposition or the period during which the non-U.S. receipt holder held the common stock of such issuer and (a) the common stock is not considered to be "regularly traded on an established securities market" or (b) the non-U.S. receipt holder owned, actually or constructively, at any time during the shorter of the periods described above, more than 5% of the common stock of such issuer. It is expected that the underlying securities are currently "regularly traded on an established securities market" although no assurances can be made that the securities will continue to be so traded. Effectively connected or attributable gains generally will be subject to U.S. federal income taxation at the same graduated rates applicable to U.S. persons, and may, in the case of a corporate non-U.S. receipt holder, also be subject to the branch profits tax. We recommend that non-U.S. receipt holders consult their own tax advisors to determine whether any applicable tax treaties provide for different rules. Backup withholding and information reporting Information returns will be filed with the Internal Revenue Service in connection with dividend payments made with respect to the underlying securities, or the proceeds of the sale or other disposition of the receipts (or the underlying securities). If you are a non-corporate U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you provide your taxpayer identification number to the paying agent and comply with certain certification procedures. If you are a non-U.S. receipt holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements. However, payments of dividends to non-U.S. receipt holders will be reported on Internal Revenue Service Form 1042-S even if such payments are not otherwise subject to the information reporting requirements. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service on a timely basis. The preceding discussion does not address all aspects of U.S. federal income taxation that may be relevant in light of a non-U.S. receipt holder's or an issuer's particular facts and circumstances. We recommend that investors consult their own tax advisors. 25 ERISA CONSIDERATIONS Any plan fiduciary which proposes to have a plan acquire Market 2000+ HOLDRS should consult with its counsel with respect to the potential applicability of the prohibited transaction provisions of ERISA and the Internal Revenue Code to this investment, and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied. Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Market 2000+ HOLDRS is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan's investment portfolio. PLAN OF DISTRIBUTION In accordance with the depositary trust agreement, the trust issued Market 2000+ HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Market 2000+ HOLDRS. The trust delivered the initial distribution of Market 2000+ HOLDRS against deposit of the underlying securities in New York, New York on approximately February 11, 2001. Investors who purchase Market 2000+ HOLDRS through a fee-based brokerage account will pay fees charged by the brokerage account. We recommend that investors review the details of their brokerage accounts for details on applicable charges. Merrill Lynch, Pierce, Fenner & Smith Incorporated has from time to time provided investment banking and other financial services to certain of the issuers of the underlying securities and expects in the future to provide these services, for which they have received and will receive customary fees and commissions. Merrill Lynch, Pierce, Fenner & Smith Incorporated also may have served as counterparty in other transactions with certain of the issuers of the underlying securities. Merrill Lynch, Pierce, Fenner & Smith Incorporated has used and may continue to use this prospectus, as updated from time to time, in connection with offers and sales related to market-making transactions in the Market 2000+ HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or agent in these transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale. Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to indemnify the trustee against certain civil liabilities related to acts performed or not performed by the trustee in accordance with the depositary trust agreement or periodic reports filed or not filed with the SEC with respect to the Market 2000+ HOLDRS. Should a court determine not to enforce the indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated also has agreed to contribute to payments the trustee may be required to make with respect to these liabilities. LEGAL MATTERS Legal matters, including the validity of the Market 2000+ HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of the Market 2000+ HOLDRS, by Shearman & Sterling LLP, New York, New York. Shearman & Sterling LLP, as special U.S. tax counsel to the trust, also rendered an opinion regarding the material U.S. federal income tax consequences relating to the Market 2000+ HOLDRS. 26 WHERE YOU CAN FIND MORE INFORMATION Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Market 2000+ HOLDRS. While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement. You should consider reviewing the full text of those exhibits. The registration statement is available over the Market 2000+ at the SEC's Web site at http://www.sec.gov. You also may read and copy the registration statement at the SEC's public reference rooms in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. Merrill Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant to the Exchange Act. The trust will file modified reports pursuant to the Securities Exchange Act of 1934. Because the securities of the issuers of the underlying securities are registered under the Securities Exchange Act of 1934, the issuers of the underlying securities are required to file periodically financial and other information specified by the SEC. For more information about the issuers of the underlying securities, information provided to or filed with the SEC by the issuers of the underlying securities with respect to their registered securities can be inspected at the SEC's public reference facilities or accessed through the SEC's Web site referenced above. However, some of the issuers of the underlying securities are considered foreign issuers. The requirements for filing periodic financial and other information for foreign issuers differ from that of domestic issuers. In particular, foreign issuers are not required to file quarterly reports with the SEC and are not required to file periodic financial and other information on EDGAR. Therefore, this information may not be accessible through the SEC's Web site. Information regarding the issuers of the underlying securities may be also obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information. The trust and the selling group and its affiliates are not affiliated with the issuers of the underlying securities, and the issuers of the underlying securities have no obligations with respect to Market 2000+ HOLDRS. This prospectus relates only to Market 2000+ HOLDRS and does not relate to the common stock or other securities of the issuers of the underlying securities. We have not made any due diligence inquiries with respect to the issuers of the underlying securities in connection with Market 2000+ HOLDRS. We make no representation that these publicly available documents or any other publicly available information regarding the issuers of the underlying securities are accurate or complete. Furthermore, we cannot assure you that all events occurring prior to the date of this prospectus, including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph, that would affect the trading price of the securities of the issuers of the underlying securities, and therefore the offering and trading prices of the Market 2000+ HOLDRS have been publicly disclosed. 27 ANNEX A This annex forms an integral part of the prospectus. The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 2001, 2002, 2003, 2004 and 2005, through February 14, 2006. A table outlining the primary U.S. stock market on which the securities of the issuers are listed can be found on pages 9 and 10. The primary foreign stock markets on which the securities of the foreign issuers included in the Market 2000+ HOLDRS are listed are described below. An asterisk (*) denotes that no shares of the issuer were trading on a U.S. stock market during that month. The historical prices of the underlying securities should not be taken as an indication of future performance. AGERE SYSTEMS INC. (AGR) Agere Systems, Inc. provides advanced integrated circuit solutions for wireless data, high-density storage, personal connectivity and multi-service networking applications. It operates in two segments, Consumer Enterprise and Telecommunications. The Consumer Enterprise segment provides integrated circuit solutions for various end-user applications, such as hard disk drives, data-enabled mobile phones, and networking applications, as well as modem integrated solutions and computer input/output products. The Telecommunications segment focuses on the telecommunications network equipment market and provides integrated circuit solutions for wireless and wireline infrastructure.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- --------- -------- --------- ------- --------- ------ --------- ------- -------- -------- January * January 51.20 January 17.70 January 38.50 January 14.40 January 12.41 February * February 40.00 February 16.10 February 38.80 February 16.40 March 61.90 March 38.90 March 16.00 March 32.10 March 14.30 April 70.00 April 42.40 April 17.90 April 22.60 April 11.70 May 70.00 May 31.20 May 24.40 May 25.40 May 13.60 June 73.00 June 14.00 June 23.30 June 23.00 June 12.00 July 55.30 July 19.00 July 28.10 July 12.40 July 11.19 August 51.00 August 15.90 August 30.20 August 12.10 August 11.32 September 41.40 September 11.00 September 30.70 September 10.50 September 10.41 October 46.00 October 8.70 October 34.80 October 12.10 October 10.40 November 51.60 November 13.80 November 35.40 November 13.70 November 13.18 December 56.90 December 14.40 December 30.50 December 13.70 December 12.90
The closing price on February 14, 2006 was $13.49. A-1 AMERICAN INTERNATIONAL GROUP, INC. (AIG) American International Group, Inc. is a holding company that, through its subsidiaries, provides insurance and insurance-related activities in the United States and abroad. AIG's operations are conducted principally through four business segments: general insurance, life insurance, financial services and retirement savings and asset management. AIG's general insurance segment offers property and casualty insurance, and its life insurance segment offers individual and group life, payout annuities, endowment and accident, and health policies. AIG's financial services segment provides and engages in a range of financial products and services, including aircraft leasing, consumer and insurance premium financing, capital markets transactions and market-making activities. Its asset management segment's operations comprise various investment-related services and investment products, including institutional and retail asset management, broker dealer services, and spread-based investment business.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price --------- ------- --------- ------- --------- -------- --------- -------- --------- ------- ------- -------- January 85.02 January 74.15 January 54.12 January 69.45 January 66.29 January 65.46 February 81.80 February 73.97 February 49.29 February 74.00 February 66.80 March 80.50 March 72.14 March 49.45 March 71.35 March 55.41 April 81.80 April 69.12 April 57.95 April 71.65 April 50.85 May 81.00 May 66.97 May 57.88 May 73.30 May 55.55 June 85.01 June 68.23 June 55.18 June 71.28 June 58.10 July 83.25 July 63.92 July 64.20 July 70.65 July 60.20 August 78.20 August 62.80 August 59.57 August 71.24 August 59.20 September 78.00 September 54.70 September 57.70 September 67.99 September 61.96 October 78.60 October 62.55 October 60.83 October 60.71 October 64.80 November 82.40 November 65.15 November 57.95 November 63.35 November 67.14 December 79.40 December 57.85 December 66.28 December 65.67 December 68.23
The closing price on February 14, 2006 was $68.39. ASTRAZENECA P.L.C. (AZN) AstraZeneca p.l.c. is an international research-based pharmaceutical company engaged in the development, manufacture and marketing of prescription pharmaceutical products. AstraZeneca's product portfolio includes medicines to treat diseases such as cancer, gastrointestinal disorders, cardiovascular disease and respiratory and central nervous system disorders. AstraZeneca has strategic alliance with Cambridge Antibody Technology for discovering and developing human antibody therapeutics in inflammatory disorders. In addition, it also engages in research and development, manufacture, and marketing of medical devices and implants for use in healthcare. AstraZeneca has a collaboration agreement with Caprion Pharmaceuticals, Inc. focused on the discovery of targets for the treatment of prostate cancer. American depositary receipts evidencing American depositary shares of AstraZeneca are included in the Market 2000 + HOLDRS and are traded on the New York Stock Exchange. Shares of AstraZeneca also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- --------- ------- --------- ------- -------- ------- -------- ------- January 44.41 January 46.99 January 34.34 January 48.27 January 37.60 January 48.64 February 46.25 February 50.98 February 32.12 February 48.62 February 39.74 March 48.25 March 49.59 March 34.31 March 46.73 March 39.53 April 47.52 April 46.55 April 39.87 April 47.85 April 43.95 May 47.82 May 43.72 May 41.24 May 46.90 May 42.52 June 46.75 June 41.00 June 40.77 June 45.64 June 41.26 July 50.45 July 36.59 July 40.22 July 44.92 July 45.44 August 48.50 August 29.15 August 39.65 August 46.53 August 46.12 September 46.70 September 30.57 September 43.40 September 41.13 September 47.10 October 45.11 October 37.55 October 47.68 October 41.20 October 44.90 November 45.45 November 37.84 November 45.95 November 39.39 November 46.05 December 46.60 December 35.09 December 48.38 December 36.39 December 48.60
The closing price on February 14, 2006 was $45.62. A-2 AT&T INC. (T) AT&T Inc., through its subsidiaries, provides telecommunication services in the United States and internationally. It provides Internet protocol-based communications services for businesses and hosting solutions and supporting services for small, medium, and enterprise businesses. Its services also include: Web services, broadband DSL, and long distance and local voice services; network integration and consulting; contact management services; directory publishing and advertising services; data and managed data services; wireless voice and data services; and a range of conferencing solutions for businesses. It was formerly known as Southwestern Bell Corp. and changed its name to SBC Communications, Inc. in 1995. Further, the company changed its name to AT&T, Inc. in November 2005, subsequent to the acquisition of AT&T Corp.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- -------- ------- -------- ------- --------- ------- -------- -------- -------- -------- January 48.35 January 37.45 January 24.44 January 25.50 January 23.76 January 25.95 February 47.70 February 37.84 February 20.80 February 24.01 February 24.06 March 44.63 March 37.44 March 20.06 March 24.54 March 23.69 April 41.25 April 31.06 April 23.36 April 24.90 April 23.80 May 43.05 May 34.29 May 25.46 May 23.70 May 23.38 June 40.06 June 30.50 June 25.55 June 24.25 June 23.75 July 45.03 July 27.66 July 23.36 July 25.34 July 24.45 August 40.91 August 24.74 August 22.46 August 25.79 August 24.08 September 47.12 September 20.10 September 22.25 September 25.95 September 23.97 October 38.11 October 25.66 October 23.98 October 25.26 October 23.85 November 37.38 November 28.50 November 23.28 November 25.17 November 24.91 December 39.17 December 27.11 December 26.07 December 25.77 December 24.49
The closing price on February 14, 2006 was $28.29. AVAYA INC. (AV) Avaya Inc. is a provider of communications systems, applications and services for businesses, governments, and educational institutions worldwide. Avaya enables enterprises to communicate with their customers, suppliers, partners, and employees through voice, Web, electronic mail, facsimile, Web chat sessions, and other forms of communication. It offers Internet protocol (IP) telephony systems, voice communications systems and multimedia contact center infrastructure and applications. It also provides global services that enable Avaya's customers to plan, design, implement, monitor, and manage their converged communications networks worldwide.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- --------- ------- --------- ----- --------- ------- --------- --------- January 17.50 January 8.60 January 2.52 January 17.38 January 14.35 January 10.55 February 14.00 February 5.35 February 2.19 February 17.15 February 14.00 March 13.00 March 7.38 March 2.04 March 15.88 March 11.68 April 14.79 April 6.14 April 3.90 April 13.68 April 8.68 May 16.20 May 6.92 May 6.62 May 15.83 May 9.15 June 13.70 June 4.95 June 6.46 June 15.79 June 8.32 July 12.53 July 1.49 July 9.60 July 14.65 July 10.33 August 11.36 August 2.10 August 10.45 August 12.12 August 10.20 September 9.90 September 1.43 September 10.90 September 13.94 September 10.30 October 8.93 October 2.00 October 12.94 October 14.40 October 11.52 November 11.37 November 2.90 November 13.60 November 16.42 November 11.92 December 12.15 December 2.45 December 12.94 December 17.20 December 10.67
The closing price on February 14, 2006 was $10.29. A-3 BELLSOUTH CORPORATION (BLS) BellSouth Corporation is a communications services company that provides voice, broadband data, and e-commerce solutions. It operates in three segments: communications, domestic wireless, and advertising and publishing. BellSouth provides wireline communications services and Internet services in the southeastern United States, wireless services for individual, business, and governmental users, and it also publishes telephone directories in the United States.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- -------- -------- --------- --------- -------- --------- -------- -------- -------- -------- -------- January 42.14 January 40.00 January 22.78 January 29.23 January 26.24 January 28.77 February 41.96 February 38.76 February 21.67 February 27.56 February 25.80 March 40.92 March 36.86 March 21.67 March 27.69 March 26.29 April 41.96 April 30.35 April 25.49 April 25.81 April 26.49 May 41.23 May 33.28 May 26.51 May 24.96 May 26.76 June 40.27 June 31.50 June 26.63 June 26.22 June 26.57 July 40.70 July 26.85 July 25.47 July 27.09 July 27.60 August 37.30 August 23.32 August 25.20 August 26.76 August 26.29 September 41.55 September 18.36 September 23.68 September 27.12 September 26.30 October 37.00 October 26.15 October 26.31 October 26.67 October 26.02 November 38.50 November 27.80 November 26.03 November 26.82 November 27.26 December 38.15 December 25.87 December 28.30 December 27.79 December 27.10
The closing price on February 14, 2006 was $30.50. BP P.L.C. (BP) BP p.l.c. is an oil and gas company that develops and markets oil and petroleum products throughout the world, is involved in oil and natural gas exploration, oil field development and engages in the management of crude oil and natural gas pipelines, processing and export terminals, and liquefied natural gas (LNG) processing facilities. American depositary receipts evidencing American depositary shares of BP are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of BP also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------ --------- ------ --------- ------- --------- ------ --------- ------ -------- -------- January 51.50 January 46.72 January 39.01 January 47.60 January 59.62 January 72.31 February 49.60 February 49.55 February 38.11 February 49.20 February 64.92 March 49.62 March 53.10 March 38.59 March 51.20 March 62.40 April 54.08 April 50.80 April 38.54 April 52.90 April 60.90 May 53.39 May 51.07 May 41.89 May 53.00 May 60.20 June 49.85 June 50.49 June 42.02 June 53.57 June 62.38 July 49.42 July 46.40 July 41.55 July 56.36 July 65.88 August 50.88 August 46.80 August 41.72 August 53.70 August 68.38 September 49.17 September 39.90 September 42.10 September 57.53 September 70.85 October 48.34 October 38.45 October 42.38 October 58.25 October 66.40 November 44.17 November 39.21 November 42.69 November 61.35 November 65.84 December 46.51 December 40.65 December 49.35 December 58.40 December 64.22
The closing price on February 14, 2006 was $67.09. A-4 BRISTOL-MYERS SQUIBB COMPANY (BMY) Bristol-Myers Squibb Company is a producer and distributor of pharmaceutical and other healthcare-related products. These products include branded pharmaceutical products for cardiovascular, anti-cancer, anti-infective and central nervous system prescription pharmaceuticals; consumer medicines such as analgesics; personal care such as skin and hair care products, cold remedies and deodorants; nutritional products; and medical devices. Bristol-Myers markets and sells its products to the retail and wholesale markets domestically and internationally, and some of its products are also sold directly to other pharmaceutical companies, hospitals and healthcare professionals.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------- ---------- ------- --------- -------- --------- -------- -------- -------- January 61.89 January 45.37 January 23.59 January 28.05 January 23.44 January 22.79 February 63.41 February 47.00 February 23.30 February 27.82 February 25.03 March 59.40 March 40.49 March 21.13 March 24.23 March 25.46 April 56.00 April 28.80 April 25.54 April 25.10 April 26.00 May 54.24 May 31.12 May 25.60 May 25.27 May 25.36 June 52.30 June 25.70 June 27.15 June 24.50 June 24.98 July 59.14 July 23.43 July 26.20 July 22.90 July 24.98 August 56.14 August 24.95 August 25.37 August 23.73 August 24.47 September 55.56 September 23.80 September 25.66 September 23.67 September 24.06 October 53.45 October 24.61 October 25.37 October 23.43 October 21.17 November 53.76 November 26.50 November 26.35 November 23.50 November 21.59 December 51.00 December 23.15 December 28.60 December 25.62 December 22.98
The closing price on February 14, 2006 was $22.91. BT GROUP P.L.C. (BT) BT Group p.l.c. provides communications solutions for customers in Europe, the United States, and Asia Pacific. It provides various communications products and services, including voice, data, Internet, and multimedia services, as well as managed and packaged communications solutions to the residential and business markets in the United Kingdom. American depositary receipts evidencing American depositary shares of BT are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of BT Group also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- -------- -------- ------- -------- -------- -------- ------- --------- ------- ------- ------- January 105.90 January 32.05 January 29.24 January 32.40 January 39.61 January 36.75 February 84.75 February 36.65 February 25.55 February 33.66 February 40.27 March 74.30 March 40.18 March 25.44 March 33.39 March 38.94 April 80.90 April 37.50 April 29.07 April 32.09 April 38.52 May 62.59 May 40.79 May 32.09 May 34.08 May 39.25 June 64.65 June 38.12 June 33.66 June 36.60 June 41.60 July 69.45 July 31.63 July 31.71 July 34.64 July 40.50 August 62.61 August 31.26 August 29.35 August 33.20 August 39.11 September 51.15 September 25.84 September 30.30 September 32.95 September 39.64 October 50.09 October 28.60 October 32.05 October 34.47 October 37.81 November 38.30 November 32.90 November 30.25 November 37.27 November 37.09 December 36.75 December 31.33 December 34.22 December 39.53 December 38.38
The closing price on February 14, 2006 was $37.45. A-5 CBS CORPORATION (CBS) CBS Corporation is a media company that has operations in several fields of media and entertainment, including broadcast television, cable television, local television, television production and syndication, radio, advertising on out-of-home media, publishing, digital media and consumer products. On January 1, 2006, Viacom Inc. was separated into two companies, creating a new company named Viacom Inc. (or referred to as "New Viacom"), and the existing company was renamed "CBS Corporation" at the time of the separation.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price --------- -------- -------- ------- -------- -------- -------- ------- -------- -------- ------- ------- January 55.20 January 39.63 January 38.38 January 40.30 January 37.34 January 26.13 February 49.70 February 47.26 February 37.13 February 38.46 February 34.90 March 43.97 March 48.68 March 36.78 March 39.21 March 34.83 April 52.06 April 47.19 April 43.80 April 38.65 April 34.62 May 57.64 May 48.78 May 45.65 May 36.89 May 34.29 June 51.75 June 43.69 June 43.70 June 35.72 June 32.02 July 49.80 July 38.46 July 43.52 July 33.59 July 33.49 August 42.41 August 40.63 August 45.00 August 33.31 August 33.99 September 34.50 September 40.27 September 38.30 September 33.56 September 33.01 October 36.52 October 44.36 October 39.87 October 36.49 October 30.97 November 43.66 November 47.16 November 39.32 November 34.70 November 33.40 December 44.15 December 40.91 December 44.38 December 36.39 December 32.60
The closing price on February 14, 2006 was $25.60. CISCO SYSTEMS, INC. (CSCO) Cisco Systems, Inc. manufactures and sells networking and communications products. It provides products for transporting data, voice, and video, and it offers routers, which interconnect computer networks by moving data, voice, and video from one network to another; and switching systems that are used to build local-area networks, metropolitan-area networks, and wide-area networks. Cisco's products include hardware and software products that link computer networks both internally and externally and provides networking capability for the Internet. Cisco produces a range of products that connect computing devices to networks and connect networks with each other. Cisco provides routing products, which connect companies' private networks together, switches to control network data traffic, services to access networks from any location, network development and design. Cisco markets its products to corporations, public institutions, telecommunications companies and commercial enterprises.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- -------- -------- ------- -------- ------- -------- ------- --------- ------- ------- -------- January 37.44 January 19.80 January 13.37 January 25.71 January 18.04 January 18.57 February 23.69 February 14.27 February 13.98 February 23.16 February 17.42 March 15.81 March 16.93 March 12.98 March 23.57 March 17.89 April 16.98 April 14.65 April 15.00 April 20.91 April 17.27 May 19.26 May 15.78 May 16.41 May 22.37 May 19.40 June 18.20 June 13.95 June 16.79 June 23.70 June 19.08 July 19.22 July 13.19 July 19.49 July 20.92 July 19.15 August 16.33 August 13.82 August 19.14 August 18.76 August 17.62 September 12.18 September 10.48 September 19.59 September 18.10 September 17.92 October 16.92 October 11.18 October 20.93 October 19.21 October 17.45 November 20.44 November 14.92 November 22.70 November 18.75 November 17.54 December 18.11 December 13.10 December 24.23 December 19.32 December 17.12
The closing price on February 14, 2006 was $19.70. A-6 CITIGROUP INC. (C) Citigroup Inc. is a diversified global financial services company that operates businesses that provide a range of financial services to consumer and corporate customers in the United States and internationally. Citigroup's consumer activities include banking, lending, insurance and investment services. Its corporate and investment banking segment offers a range of investment and commercial banking services and products, including debt and equity trading, institutional brokerage, advisory services, foreign exchange, structured products, derivatives, and lending. Citigroup's investment management and private banking activities include asset management services to mutual funds and institutional and individual investors and personalized wealth management services.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- ---------- ------- --------- ------- -------- ------ -------- ------ January 55.97 January 47.40 January 34.35 January 49.48 January 49.05 January 46.58 February 49.18 February 45.25 February 33.34 February 50.26 February 47.72 March 44.98 March 49.52 March 34.45 March 51.70 March 44.94 April 49.15 April 43.30 April 39.25 April 48.09 April 46.96 May 51.25 May 43.18 May 41.02 May 46.43 May 47.11 June 52.84 June 38.75 June 42.80 June 46.50 June 46.23 July 50.21 July 33.54 July 44.80 July 44.09 July 43.50 August 45.80 August 32.75 August 43.35 August 46.58 August 43.02 September 40.50 September 29.65 September 45.51 September 44.12 September 45.52 October 45.52 October 36.95 October 47.40 October 44.37 October 45.78 November 47.90 November 38.88 November 47.03 November 44.75 November 48.55 December 50.48 December 35.19 December 48.54 December 48.18 December 48.53
The closing price on February 14, 2006 was $46.12. THE COCA-COLA COMPANY (KO) The Coca-Cola Company manufactures, distributes and markets carbonated and non-carbonated beverage concentrates, including syrups, finished beverages and juice products. Coca-Cola's beverage brands include Coke, Diet Coke, Sprite, Fanta, Minute Maid juices and Dasani water. Coca-Cola markets and sells its soft drinks, concentrates and syrups to third-party bottlers, distributors, fountain wholesalers, and fountain retailers.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- -------- --------- ------- --------- ------- -------- ------- --------- -------- -------- ------- January 58.00 January 43.75 January 40.46 January 49.24 January 41.49 January 41.38 February 53.03 February 47.39 February 40.22 February 49.96 February 42.80 March 45.16 March 52.26 March 40.48 March 50.30 March 41.67 April 46.19 April 55.51 April 40.40 April 50.57 April 43.44 May 47.40 May 55.56 May 45.57 May 51.35 May 44.63 June 45.00 June 56.00 June 46.41 June 50.48 June 41.75 July 44.60 July 49.94 July 44.97 July 43.86 July 43.76 August 48.67 August 51.00 August 43.52 August 44.71 August 44.00 September 46.85 September 47.96 September 42.96 September 40.05 September 43.19 October 47.88 October 46.48 October 46.40 October 40.66 October 42.78 November 46.96 November 45.64 November 46.50 November 39.31 November 42.69 December 47.15 December 43.84 December 50.75 December 41.64 December 40.31
The closing price on February 14, 2006 was $41.34. A-7 COMCAST CORPORATION (CMCSA) Comcast Corporation is involved in the development, management and operation of broadband cable networks and in the management of programming content over cable and satellite television networks. Comcast's cable operation involves the development, management and operation of broadband communications networks, including video, high-speed Internet and phone service, and regional sports and news networks. Comcast's content operation offers various video services, which includes programming provided by national television networks, local broadcast television stations, limited satellite-delivered programming, and locally-originated programming, including governmental and public access.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- -------- --------- -------- -------- -------- --------- -------- --------- ------- January 42.31 January 35.80 January 26.63 January 34.10 January 32.19 January 27.82 February 42.56 February 34.74 February 29.22 February 29.95 February 32.46 March 41.19 March 33.45 March 28.59 March 28.76 March 33.78 April 43.15 April 28.19 April 31.90 April 30.16 April 32.10 May 40.46 May 29.66 May 30.01 May 28.95 May 32.20 June 42.95 June 24.20 June 30.18 June 28.10 June 30.67 July 37.30 July 21.72 July 30.48 July 27.40 July 30.73 August 36.49 August 24.56 August 29.76 August 28.17 August 30.74 September 35.55 September 21.33 September 30.82 September 28.24 September 29.38 October 35.67 October 23.44 October 33.87 October 29.50 October 27.81 November 37.85 November 23.44 November 31.60 November 30.04 November 26.40 December 36.00 December 23.57 December 32.79 December 33.28 December 25.92
The closing price on February 14, 2006 was $26.55. DELL COMPUTER CORPORATION (DELL) Dell Computer Corporation is a computer systems company and a provider of computing products and services that enable customers to build their information-technology and Internet infrastructures. Dell's products include desktop and notebook computers, network servers, storage products, printing and imaging systems, software and peripherals. Dell also offers consulting, asset management and financial services to its customers. Dell's customers include large corporate, government, healthcare, and education accounts, as well as small-to-medium businesses and individual customers.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- --------- ------- --------- ------- --------- -------- -------- -------- January 26.13 January 27.49 January 23.86 January 33.44 January 41.76 January 29.31 February 21.88 February 24.69 February 26.96 February 32.65 February 40.09 March 25.69 March 26.11 March 27.31 March 33.62 March 38.42 April 26.24 April 26.34 April 28.98 April 34.78 April 34.83 May 24.36 May 26.85 May 31.37 May 35.24 May 39.93 June 26.15 June 26.14 June 31.84 June 35.82 June 39.46 July 26.93 July 24.93 July 33.68 July 35.47 July 40.47 August 21.38 August 26.62 August 32.62 August 34.84 August 35.60 September 18.53 September 23.51 September 33.42 September 35.60 September 34.20 October 23.98 October 28.61 October 36.00 October 35.06 October 31.88 November 27.93 November 28.60 November 34.57 November 40.52 November 30.15 December 27.18 December 26.74 December 33.98 December 42.14 December 29.95
The closing price on February 14, 2006 was $32.00. A-8 DEUTSCHE TELEKOM AG (DT) Deutsche Telekom AG provides telecommunications and information technology services worldwide. Deutsche Telekom offers a range of fixed-line network communication products and services, distributes third-party and its own-brand telecommunications equipment, offers Internet transport, interconnection, systems integration, local area network, and communications services, Web hosting products and solutions and provides directories and publishing services. It also provides digital mobile telephony services based on the global system for mobile communications technology and nonvoice services, and builds and operates telecommunications networks and provides other related telecommunications services. American depositary receipts evidencing American depositary shares of Deutsche Telekom AG are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of Deutsche Telekom AG also trade on German and Japanese Stock Exchanges.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ ------- ---------- ------- --------- -------- --------- ------- --------- ------- -------- ------- January 33.34 January 14.81 January 12.52 January 19.90 January 21.63 January 15.85 February 24.57 February 14.09 February 11.47 February 19.67 February 20.87 March 23.19 March 14.98 March 11.02 March 18.04 March 19.96 April 25.71 April 13.23 April 13.40 April 17.08 April 18.79 May 21.00 May 10.80 May 15.02 May 16.84 May 18.65 June 22.45 June 9.31 June 15.20 June 17.71 June 18.42 July 21.71 July 11.32 July 15.05 July 16.67 July 19.78 August 15.55 August 11.00 August 14.34 August 17.53 August 19.08 September 15.50 September 8.27 September 14.44 September 18.66 September 18.24 October 15.50 October 11.38 October 15.61 October 19.27 October 17.70 November 16.91 November 12.21 November 16.48 November 21.22 November 16.59 December 16.90 December 12.70 December 18.13 December 22.68 December 16.63
The closing price on February 14, 2006 was $16.36. ELI LILLY AND COMPANY (LLY) Eli Lilly and Company discovers, develops, manufactures and sells pharmaceutical products. Research efforts are primarily directed toward discovering and developing products to diagnose and treat disease in humans. Eli Lilly products include neuroscience products such as Prozac, endocrinology products, anti-infectives, cardiovascular agents, oncology products, and animal health products for cattle, poultry and swine. Eli Lilly's pharmaceutical products are distributed primarily through independent wholesale distribution outlets and marketed through its own direct sales force.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- ---------- ------- --------- ------ --------- ------- -------- -------- January 78.80 January 75.10 January 60.24 January 68.04 January 54.24 January 56.62 February 79.46 February 15.73 February 56.56 February 73.94 February 56.00 March 76.66 March 76.20 March 57.15 March 66.90 March 52.10 April 85.00 April 66.05 April 63.82 April 73.81 April 58.47 May 84.70 May 64.70 May 59.77 May 73.67 May 58.30 June 74.00 June 56.40 June 68.97 June 69.91 June 55.71 July 79.28 July 58.42 July 65.84 July 63.72 July 56.32 August 77.63 August 58.05 August 66.53 August 63.45 August 55.02 September 80.70 September 55.34 September 59.40 September 60.05 September 53.52 October 76.50 October 55.50 October 66.62 October 54.91 October 49.79 November 82.67 November 68.30 November 68.80 November 53.33 November 50.50 December 78.54 December 63.50 December 70.33 December 56.75 December 56.59
The closing price on February 14, 2006 was $55.48. A-9 EMC CORPORATION (EMC) EMC Corporation provides systems, software, and services for information lifecycle management. It offers its customers networked information storage systems, storage management software, content management software, technology solutions, and customer service and education to enable them to build and manage information technology infrastructures. EMC's systems and software are used by businesses to retrieve data from their own computer systems and act as a central repository for the information. EMC's products allow a customer whose network is based on a variety of different hardware and software systems to manage, share and protect its critical information.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- -------- --------- ------- --------- ------- --------- -------- -------- ------- January 75.99 January 16.40 January 7.70 January 14.04 January 13.10 January 13.40 February 39.76 February 10.92 February 7.39 February 14.32 February 12.66 March 29.40 March 11.92 March 7.23 March 13.61 March 12.32 April 39.60 April 9.14 April 9.09 April 11.16 April 13.12 May 31.60 May 7.25 May 10.82 May 11.24 May 14.06 June 29.25 June 7.55 June 10.47 June 11.40 June 13.71 July 19.72 July 7.50 July 10.64 July 10.97 July 13.69 August 15.46 August 6.76 August 12.75 August 10.77 August 12.86 September 11.75 September 4.57 September 12.63 September 11.54 September 12.94 October 12.32 October 5.11 October 13.84 October 12.87 October 13.96 November 16.79 November 7.33 November 13.75 November 13.42 November 13.93 December 13.44 December 6.14 December 12.92 December 14.87 December 13.62
The closing price on February 14, 2006 was $13.34. EXXON MOBIL CORPORATION (XOM) Exxon Mobil Corporation develops and markets energy products in the United States and internationally. Exxon Mobil is engaged in the exploration, production, transportation and sale of crude oil, natural gas and petroleum products. In addition, Exxon Mobil manufactures petrochemicals, packaging films and specialty chemicals. Exxon Mobil also participates in electric power generation and other businesses.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------- ---------- -------- --------- -------- --------- -------- -------- ------- January 42.08 January 39.05 January 34.15 January 40.79 January 51.60 January 62.75 February 40.53 February 41.30 February 34.02 February 42.17 February 63.31 March 40.50 March 43.83 March 34.95 March 41.59 March 59.60 April 44.30 April 40.17 April 35.20 April 42.55 April 57.03 May 44.38 May 39.93 May 36.40 May 43.25 May 56.20 June 43.67 June 40.92 June 35.91 June 44.41 June 57.47 July 41.76 July 36.76 July 35.58 July 46.30 July 58.75 August 40.15 August 35.45 August 37.70 August 46.10 August 59.90 September 39.40 September 31.90 September 36.60 September 48.33 September 63.54 October 39.45 October 33.66 October 36.58 October 49.22 October 56.14 November 37.40 November 34.80 November 36.20 November 51.25 November 58.03 December 39.30 December 34.94 December 41.00 December 51.26 December 56.17
The closing price on February 14, 2006 was $59.55. A-10 FRANCE TELECOM (FTE) France Telecom provides fixed-line telecommunications products and services to residential, professional and large business customers, including other telecommunications providers, throughout Europe. It also provides wireless telephony and Internet products and services. In addition to providing wireline and wireless communications services, France Telecom provides voice, data and image transmission and is a cable television provider. American depositary receipts evidencing American depositary shares of France Telecom are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of France Telecom also trade on the Paris Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- ---------- ------- --------- ------- --------- -------- --------- ------- January 92.25 January 32.06 January 25.98 January 29.81 January 31.36 January 22.78 February 60.09 February 26.20 February 22.08 February 27.68 February 30.19 March 58.05 March 30.41 March 22.81 March 25.64 March 29.87 April 72.65 April 24.60 April 23.28 April 23.95 April 29.26 May 55.60 May 18.82 May 25.03 May 24.23 May 28.27 June 48.30 June 9.38 June 24.65 June 26.28 June 29.14 July 45.35 July 14.65 July 26.29 July 24.73 July 30.90 August 32.95 August 12.73 August 24.80 August 23.60 August 30.29 September 31.99 September 6.98 September 23.24 September 25.00 September 28.75 October 37.49 October 11.67 October 24.24 October 28.75 October 25.99 November 38.90 November 17.85 November 25.84 November 31.38 November 25.19 December 39.99 December 17.77 December 28.59 December 33.08 December 24.84
The closing price on February 14, 2006 was $22.96. GENERAL ELECTRIC COMPANY (GE) General Electric Company is a diversified industrial corporation engaged in developing, manufacturing and marketing a wide variety of products for the generation, transmission, distribution, control and utilization of electricity. GE's products include appliances, lighting products, aircraft engines and plastics. General Electric also offers electrical product supply services, electrical apparatus installation, engineering, repair and rebuilding services, and computer-related information services. Through its subsidiary, the National Broadcasting Company, Inc. (NBC), General Electric delivers network television services; operates television stations; and provides cable, Internet, multimedia programming and distribution services. Through its subsidiary, General Electric Capital Services, Inc., General Electric offers a range of financial and related services.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- ---------- ------- --------- ------- ---------- ------- --------- ------- -------- ------- January 45.98 January 37.15 January 23.14 January 33.63 January 36.13 January 32.75 February 46.50 February 38.50 February 24.05 February 32.52 February 35.20 March 41.86 March 37.40 March 25.50 March 30.52 March 36.06 April 48.53 April 31.55 April 29.45 April 29.95 April 36.20 May 49.00 May 31.14 May 28.70 May 31.12 May 36.48 June 49.00 June 29.05 June 28.68 June 32.40 June 34.65 July 43.50 July 32.20 July 28.44 July 33.25 July 34.50 August 40.90 August 30.15 August 29.57 August 32.79 August 33.61 September 37.20 September 24.65 September 29.81 September 33.58 September 33.67 October 36.41 October 25.25 October 29.01 October 34.12 October 33.91 November 38.50 November 27.12 November 28.67 November 35.36 November 35.72 December 40.08 December 24.35 December 30.98 December 36.50 December 35.05
The closing price on February 14, 2006 was $33.46. A-11 GLAXOSMITHKLINE P.L.C. (GSK) GlaxoSmithKline p.l.c. is a research-based pharmaceutical and healthcare company engaged in the creation, development, manufacturing and marketing of pharmaceutical products, vaccines, over-the-counter medicines and health-related consumer products. GlaxoSmithKline's pharmaceutical product line includes antibiotic, antidepressant, gastrointestinal, dermatological, respiratory, cancer and cardiovascular medications. Its oral care products include toothpastes and mouthwashes, toothbrushes, and denture care products, and its nutritional healthcare products include glucose energy and sports drinks and a range of milk-based malted food and chocolate drinks. American depositary receipts evidencing American depositary shares of GlaxoSmithKline are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of GlaxoSmithKline also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- ------- ---------- -------- --------- ------- --------- ------- --------- ------- ------- -------- January 52.55 January 48.22 January 38.76 January 44.00 January 44.57 January 51.24 February 55.31 February 48.95 February 35.05 February 42.62 February 48.22 March 52.30 March 47.00 March 35.19 March 39.95 March 45.92 April 53.57 April 48.05 April 40.52 April 42.00 April 50.55 May 54.69 May 40.75 May 40.01 May 42.45 May 49.70 June 56.20 June 43.14 June 40.54 June 41.46 June 48.51 July 57.76 July 39.50 July 38.31 July 40.95 July 47.44 August 52.95 August 97.89 August 38.83 August 41.14 August 48.72 September 56.12 September 38.43 September 42.40 September 43.73 September 51.28 October 53.40 October 37.69 October 43.29 October 42.40 October 51.99 November 50.81 November 38.00 November 45.88 November 42.54 November 49.57 December 49.82 December 37.46 December 46.62 December 47.39 December 50.48
The closing price on February 14, 2006 was $51.69. HEWLETT-PACKARD COMPANY (HPQ) Hewlett-Packard Company is a global provider of products, technologies, solutions and services to consumers and businesses. Hewlett-Packard's products and services include information technology infrastructure products, server and storage solutions, management software solutions, network infrastructure products and gigabit ethernet switch products, personal computing and access devices, global services and imaging and printing products, and include personal computers, printers, calculators, medical electronic equipment and computer systems. Hewlett-Packard's services include systems integration, network systems, management consulting and support and maintenance for its products. Hewlett-Packard markets its products and services through its own direct sales operations; however, the majority of its sales and marketing is handled through third-party channels such as retailers, dealers and value-added resellers.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------ --------- ------ --------- ------ --------- ------- ------- ------- January 36.85 January 22.11 January 17.41 January 23.79 January 19.59 January 31.18 February 28.85 February 20.12 February 15.85 February 22.71 February 20.80 March 31.27 March 17.94 March 15.55 March 22.84 March 21.94 April 28.43 April 17.10 April 16.30 April 19.70 April 20.47 May 29.32 May 17.44 May 19.50 May 21.24 May 22.51 June 28.60 June 15.28 June 21.30 June 21.10 June 23.51 July 24.66 July 14.15 July 21.17 July 20.15 July 24.62 August 23.21 August 13.43 August 19.93 August 17.89 August 27.76 September 16.05 September 11.67 September 19.36 September 18.75 September 29.20 October 16.83 October 15.80 October 22.31 October 18.66 October 28.04 November 21.99 November 19.48 November 21.74 November 20.00 November 29.67 December 20.54 December 17.36 December 22.97 December 20.97 December 28.63
The closing price on February 14, 2006 was $32.49. A-12 HOME DEPOT, INC. (HD) Home Depot, Inc. is a home improvement retailer that operates in the United States and internationally. Home Depot stores sell products such as building materials, home improvement products and lawn and garden products. In addition, Home Depot also operates EXPO Design Center Stores in the United States. Home Depot also sells products over the Internet.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- --------- ------- ------- -------- -------- ------- -------- --------- January 48.20 January 50.09 January 20.90 January 35.47 January 41.26 January 40.55 February 42.50 February 50.00 February 23.45 February 36.31 February 40.02 March 43.10 March 48.61 March 24.36 March 37.36 March 38.24 April 47.10 April 46.37 April 28.13 April 35.19 April 35.37 May 49.29 May 41.69 May 32.49 May 35.92 May 39.35 June 47.24 June 36.73 June 33.12 June 35.20 June 38.90 July 50.37 July 30.88 July 31.20 July 33.72 July 43.51 August 45.95 August 32.93 August 32.16 August 36.56 August 40.32 September 38.37 September 26.10 September 31.85 September 39.20 September 38.14 October 38.23 October 28.88 October 37.07 October 41.08 October 41.04 November 46.65 November 26.40 November 36.76 November 41.75 November 41.78 December 51.01 December 24.02 December 35.49 December 42.74 December 40.48
The closing price on February 14, 2006 was $41.13. INTEL CORPORATION (INTC) Intel Corporation is a semiconductor chip maker that supplies technology solutions for the computing and communications industries. Intel's major products include microprocessors, chipsets, boards, networking and communications products, such as Ethernet network interface cards and network processors, embedded control chips and flash memory used in cellular handsets and handheld computing devices, as well as cellular baseband chipsets. Intel markets and sells its products to original equipment manufacturers and original design manufacturers who manufacture computer systems, cellular handsets and handheld computing devices, and telecommunications and networking communications equipment. Intel's customers also include personal computer and network communications products users, including individuals, large and small businesses, and service providers, as well as manufacturers of a range of industrial and communications equipment.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------- ---------- ------- --------- ------- --------- ------- -------- -------- January 37.00 January 35.04 January 15.66 January 30.52 January 22.45 January 21.26 February 38.56 February 28.55 February 17.25 February 29.20 February 23.99 March 26.31 March 30.41 March 16.28 March 27.20 March 23.23 April 30.91 April 28.61 April 18.40 April 25.73 April 23.52 May 27.01 May 27.62 May 20.82 May 28.55 May 26.96 June 29.25 June 18.27 June 20.81 June 27.60 June 26.02 July 29.81 July 18.79 July 24.89 July 24.38 July 27.14 August 27.96 August 16.67 August 28.59 August 21.29 August 25.72 September 20.44 September 13.89 September 27.52 September 20.06 September 24.65 October 24.42 October 17.30 October 32.95 October 22.26 October 23.50 November 32.66 November 20.88 November 33.54 November 22.38 November 26.68 December 31.45 December 15.57 December 32.05 December 23.39 December 24.96
The closing price on February 14, 2006 was $21.37. A-13 INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) International Business Machines Corporation operates as an information technology company worldwide. IBM offers a wide range of services, solutions and technologies that enable customers, large and small, to take advantage of the new era of e-business. IBM's business is divided into several main segments, including global services, systems and technology, personal systems, software, enterprise investments and global financing. IBM operates in the United States and internationally, and markets and sells its products and services through its worldwide sales and distribution organization and through third-party distributors and resellers.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ ------- ---------- -------- ------------ ------- --------- ------- --------- ------ -------- -------- January 112 January 107.83 January 78.20 January 99.23 January 93.42 January 81.30 February 99.90 February 98.12 February 77.95 February 96.50 February 92.58 March 96.18 March 104.00 March 78.43 March 91.84 March 91.38 April 115.14 April 83.76 April 84.90 April 88.17 April 76.38 May 111.80 May 80.45 May 88.04 May 88.59 May 75.55 June 113.50 June 72.00 June 82.50 June 88.15 June 74.20 July 105.21 July 70.40 July 81.25 July 87.07 July 83.46 August 99.95 August 75.38 August 82.01 August 84.69 August 80.62 September 91.72 September 58.31 September 88.33 September 85.74 September 80.22 October 108.07 October 78.94 October 89.48 October 89.75 October 81.88 November 115.59 November 86.92 November 90.54 November 94.24 November 88.90 December 120.96 December 77.50 December 92.68 December 98.58 December 82.20
The closing price on February 14, 2006 was $81.09. JDS UNIPHASE CORPORATION (JDSU) JDS Uniphase Corporation provides communications test and measurement solutions, and optical products for telecommunications service providers, cable operators, and network equipment manufacturers. JDS is also a provider of innovative optical solutions for medical/environmental instrumentation, semiconductor processing, display, brand authentication, aerospace and defense, and decorative applications. JDS markets its products primarily to original equipment manufacturers, distributors, and strategic partners in North America, Europe, and Asia Pacific.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- ------- ------------ ------ ------------- ------- ----------- ------ --------- ------- -------- -------- January 54.81 January 7.00 January 2.70 January 5.10 January 2.15 January 3.12 February 26.75 February 4.85 February 2.87 February 4.83 February 1.91 March 18.44 March 5.89 March 2.85 March 4.07 March 1.67 April 21.39 April 4.34 April 3.23 April 3.03 April 1.48 May 16.71 May 3.51 May 3.78 May 3.37 May 1.53 June 12.50 June 2.67 June 3.50 June 3.79 June 1.52 July 9.24 July 2.53 July 3.01 July 3.45 July 1.51 August 7.05 August 2.69 August 3.45 August 3.11 August 1.58 September 6.32 September 1.94 September 3.60 September 3.37 September 2.22 October 7.99 October 2.25 October 3.53 October 3.17 October 2.10 November 10.08 November 3.41 November 3.44 November 3.17 November 2.57 December 8.68 December 2.47 December 3.64 December 3.17 December 2.36
The closing price on February 14, 2006 was $2.98. A-14 JOHNSON & JOHNSON (JNJ) Johnson & Johnson manufactures and sells products in the healthcare field. Johnson & Johnson's consumer segment manufactures and markets a range of products used in the baby and childcare, skin care, oral and wound care, and women's health care fields, as well as over-the-counter pharmaceutical and nutritional products. Johnson & Johnson's pharmaceutical segment focuses on products such as allergy, anti-infective, anti-fungal, cardiovascular, dermatology, gastrointestinal, hematology, neurology, oncology, psychotropic, contraceptive and pain management products. Johnson & Johnson's Medical Devices and Diagnostics segment, offers a range of products, including wound care and women's health products; minimally invasive surgical products; circulatory disease management products; blood glucose monitoring products; professional diagnostic products; orthopedic joint reconstruction, spinal, and sports medicine products; and disposable contact lenses. Johnson & Johnson markets and sells its products through its own direct sales force and through wholesalers.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------- --------- -------- -------- ------- --------- -------- -------- --------- January 46.56 January 57.51 January 53.61 January 53.42 January 64.70 January 57.54 February 48.67 February 60.90 February 52.45 February 53.91 February 65.60 March 43.73 March 64.95 March 57.87 March 50.72 March 67.16 April 48.23 April 63.86 April 56.36 April 54.03 April 68.63 May 48.47 May 61.35 May 54.35 May 55.71 May 67.10 June 49.96 June 52.26 June 51.70 June 55.70 June 65.00 July 54.10 July 52.60 July 51.79 July 55.27 July 63.96 August 52.71 August 54.31 August 49.58 August 58.10 August 63.39 September 55.40 September 54.08 September 49.52 September 56.33 September 63.28 October 57.91 October 58.75 October 50.33 October 58.38 October 62.62 November 58.25 November 57.02 November 49.30 November 60.32 November 61.75 December 59.10 December 53.71 December 51.66 December 63.42 December 60.10
The closing price on February 14, 2006 was $59.05. LM ERICSSON TELEPHONE COMPANY (ERICY) LM Ericsson Telephone Company is engaged in international telecommunications, providing systems and products for fixed and mobile communications in public and private networks. Ericsson's range of telecommunications and data communication products includes systems and services for handling voice, data, images and text in fixed-line and mobile networks. Ericsson also offers a range of professional services to support network operators, and provides consulting services to network operators for business planning and development, design, and optimization of networks and the introduction of new services. Through a joint venture, with Sony Ericsson Mobile Communications, it also manufactures various mobile handsets, and provides technology to manufacturers of mobile handsets and other wireless devices. American depositary receipts evidencing American depositary shares of Ericsson are included in the Market 2000+ HOLDRS and are traded through the Nasdaq National Market System. Shares of Ericsson also trade on the Stockholm Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- ------ --------- -------- --------- -------- --------- -------- -------- -------- -------- --------- January 11.88 January 4.34 January 8.13 January 23.01 January 29.33 January 36.48 February 8.28 February 4.22 February 6.49 February 29.01 February 29.31 March 5.59 March 4.18 March 6.36 March 27.76 March 28.20 April 6.43 April 2.49 April 9.06 April 26.67 April 29.45 May 6.40 May 2.22 May 10.04 May 27.99 May 31.43 June 5.42 June 1.44 June 10.63 June 29.90 June 31.95 July 5.36 July 0.96 July 14.26 July 26.71 July 34.36 August 4.98 August 0.73 August 15.48 August 27.04 August 34.91 September 3.49 September 0.36 September 14.70 September 31.24 September 36.84 October 4.27 October 7.89 October 17.08 October 28.91 October 32.80 November 5.46 November 9.83 November 16.25 November 33.25 November 32.58 December 5.22 December 6.74 December 17.70 December 31.49 December 34.40
The closing price on February 14, 2006 was $34.82. A-15 LUCENT TECHNOLOGIES INC. (LU) Lucent Technologies, Inc. is a provider of communications systems, services and software for communications service providers, governments and other enterprises. Lucent is organized around three distinct customer segments: The Integrated Network Solutions segment provides a range of software and wireline equipment; the Mobility Solutions segment offers software and wireless equipment to support radio access and core networks; and the Lucent Worldwide Services segment offers deployment, maintenance, professional, and managed services in support of its own product offerings, as well as multivendor networks. Lucent provides products and services such as wireless networks services, local and long distance voice, data, video and cable services, optical networking for the transmission of data, switches to route and control network traffic and software products that manage voice and data communications networks.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- -------- ----------- -------- ----------- -------- ---------- ------- ---------- ------- --------- ------- January 18.60 January 6.52 January 1.86 January 4.48 January 3.26 January 2.64 February 11.59 February 5.56 February 1.64 February 4.19 February 3.07 March 9.97 March 4.73 March 1.47 March 4.11 March 2.75 April 10.01 April 4.60 April 1.80 April 3.37 April 2.43 May 7.88 May 4.65 May 2.21 May 3.57 May 2.81 June 6.21 June 1.66 June 2.03 June 3.78 June 2.91 July 6.70 July 1.75 July 1.75 July 3.05 July 2.93 August 6.82 August 1.73 August 1.89 August 3.13 August 3.08 September 5.73 September 0.76 September 2.16 September 3.17 September 3.25 October 6.70 October 1.23 October 3.20 October 3.55 October 2.85 November 7.32 November 1.77 November 3.20 November 3.93 November 2.79 December 6.30 December 1.26 December 2.84 December 3.76 December 2.66
The closing price on February 14, 2006 was $2.83. MCDATA CORPORATION (MCDTA) McDATA Corporation provides data infrastructure solutions that enable companies to manage enterprise data. McDATA's offerings include hardware products, software products and professional services that help connect servers and storage devices in an enterprise's global data infrastructure. McDATA sells its products through equipment manufacturers and resellers as well as systems integrators.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- ------- ---------- -------- ----------- -------- ---------- ------- --------- -------- -------- ------- January * January 24.80 January 7.89 January 8.79 January 4.20 January 4.27 February 17.88 February 15.76 February 8.30 February 8.05 February 3.93 March 18.88 March 11.87 March 8.59 March 7.04 March 3.77 April 22.83 April 6.79 April 10.60 April 5.33 April 3.07 May 25.36 May 8.65 May 13.45 May 4.75 May 3.76 June 17.55 June 8.81 June 14.65 June 5.38 June 4.00 July 18.15 July 10.72 July 10.76 July 5.15 July 4.83 August 14.28 August 9.57 August 10.14 August 5.16 August 5.37 September 8.39 September 5.43 September 11.93 September 5.03 September 5.24 October 14.71 October 6.58 October 10.37 October 6.28 October 4.81 November 25.11 November 8.72 November 10.65 November 5.65 November 3.64 December 24.50 December 7.10 December 9.53 December 5.96 December 3.80
The closing price on February 14, 2006 was $4.21. A-16 MEDCO HEALTH SOLUTIONS (MHS) Medco Health Solutions, Inc. is a pharmacy benefit manager that offers programs and services for its clients and their pharmacy benefit plans, as well as for physicians and pharmacies used by the members. It offers various programs and services, including plan design, clinical management, pharmacy management, health management, physician services, and Web-based services. Medco has clients in many of the industry segments such as managed care organizations, insurance carriers, third-party benefit plan administrators, government agencies and union-sponsored benefit plans.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------- ------- ---------- -------- ---------- --------- --------- ------- --------- ------- -------- -------- January * January * January * January 36.85 January 42.57 January 54.10 February * February * February * February 32.66 February 44.42 March * March * March * March 34.00 March 49.57 April * April * April * April 35.40 April 50.97 May * May * May * May 35.03 May 50.00 June * June * June * June 37.50 June 53.36 July * July * July * July 30.30 July 48.44 August * August * August 26.70 August 31.23 August 49.27 September * September * September 25.93 September 30.90 September 54.83 October * October * October 33.20 October 33.91 October 56.50 November * November * November 36.43 November 37.72 November 53.65 December * December * December 33.99 December 41.60 December 55.80
The closing price on February 14, 2006 was $55.07. MERCK & CO., INC. (MRK) Merck & Co., Inc. is a research-driven pharmaceutical products and services company, which focuses on human and animal health products. Merck develops and markets a variety of therapeutic products including atherosclerosis products, hypertension/heart failure products, anti-inflammatory/analgesics and products to treat osteoporosis, the HIV virus, hepatitis and male pattern hair loss. Merck markets its health products to drug retailers and wholesalers, hospitals, managed healthcare providers and government agencies through its own representatives.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- --------- ------- -------- -------- --------- ------- -------- -------- ------- -------- January 82.18 January 59.18 January 55.39 January 47.60 January 28.05 January 34.50 February 80.20 February 61.33 February 52.75 February 48.08 February 31.70 March 75.90 March 57.58 March 54.78 March 44.19 March 32.37 April 75.97 April 54.34 April 58.18 April 47.00 April 33.90 May 72.99 May 57.10 May 55.58 May 47.30 May 32.44 June 63.91 June 50.64 June 60.55 June 47.50 June 30.80 July 67.98 July 49.60 July 55.28 July 45.35 July 31.06 August 65.10 August 50.52 August 50.32 August 44.97 August 28.23 September 66.60 September 45.71 September 50.62 September 33.00 September 27.21 October 63.81 October 54.24 October 44.25 October 31.31 October 28.22 November 67.75 November 59.41 November 40.60 November 28.02 November 29.40 December 58.80 December 56.61 December 46.20 December 32.14 December 31.81
The closing price on February 14, 2006 was $34.67. A-17 MICROSOFT CORPORATION (MSFT) Microsoft Corporation develops, manufactures, licenses and supports a range of software products for various computing devices. Microsoft develops operating systems, various software products for personal computers and servers, server applications and software development tools. Microsoft's online businesses include the MSN network, and its Home and Entertainment segment offers the Xbox video game system, PC software games, online games, and console games, television platform products for the interactive television industry, and consumer software and hardware products. Microsoft also provides consulting and product support services.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- January 30.53 January 31.86 January 23.73 January 27.65 January 26.28 January 28.15 February 29.50 February 29.17 February 23.70 February 26.53 February 25.16 March 27.35 March 30.16 March 24.21 March 24.93 March 24.17 April 33.88 April 26.13 April 25.57 April 26.13 April 25.30 May 34.59 May 25.46 May 24.61 May 26.23 May 25.80 June 36.50 June 27.35 June 25.64 June 28.56 June 24.84 July 33.10 July 23.99 July 26.41 July 28.49 July 25.61 August 28.53 August 24.54 August 26.52 August 27.30 August 27.38 September 25.59 September 21.87 September 27.80 September 27.65 September 25.73 October 29.08 October 26.74 October 26.14 October 27.97 October 25.70 November 32.11 November 28.84 November 25.71 November 26.81 November 27.68 December 33.13 December 25.85 December 27.37 December 26.72 December 26.15
The closing price on February 14, 2006 was $29.65. MORGAN STANLEY (MS) Morgan Stanley is a financial services firm that operates in four business segments: institutional securities, investment management, individual investor group and credit services. Morgan Stanley provides products and services in investment banking, institutional sales and trading, on-line brokerage services, global asset management services, and consumer credit products. Morgan Stanley provides its products and services to corporations, governments, financial institutions and individuals.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ ------- ---------- ------- ----------- -------- ---------- ------- --------- ------- -------- -------- January 84.80 January 55.00 January 37.90 January 58.21 January 55.96 January 61.45 February 65.13 February 49.12 February 36.85 February 59.76 February 56.47 March 53.50 March 57.31 March 38.35 March 57.30 March 57.25 April 62.74 April 47.72 April 44.75 April 51.39 April 52.62 May 65.01 May 45.46 May 45.75 May 53.51 May 48.96 June 64.23 June 43.08 June 42.75 June 52.77 June 52.47 July 59.82 July 40.35 July 47.44 July 49.33 July 53.05 August 53.35 August 42.72 August 48.79 August 50.73 August 50.87 September 46.35 September 33.88 September 50.46 September 49.30 September 53.94 October 48.92 October 38.92 October 54.87 October 51.09 October 54.41 November 55.50 November 45.24 November 55.28 November 50.75 November 56.03 December 55.94 December 39.92 December 57.87 December 55.52 December 56.74
The closing price on February 14, 2006 was $60.07. A-18 NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT) Nippon Telegraph and Telephone Corporation is a provider of wireline and wireless voice, data, Internet and related telecommunications services in Japan. NTT's primary business is to provide telecommunication related services in Japan. Its other services include building maintenance, real property leasing, systems development, leasing, and research and development. American depositary receipts evidencing American depositary shares of NTT are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of NTT also trade on the Tokyo Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- --------- -------- --------- ------- -------- ------- -------- -------- ------- -------- January 35.01 January 15.02 January 16.95 January 23.02 January 21.02 January 23.24 February 32.90 February 16.01 February 18.09 February 23.28 February 21.67 March 32.28 March 19.35 March 16.98 March 28.34 March 21.85 April 32.92 April 19.85 April 17.44 April 25.97 April 20.85 May 31.20 May 22.60 May 18.06 May 24.94 May 20.47 June 26.60 June 20.59 June 19.80 June 26.84 June 21.47 July 25.45 July 20.28 July 20.93 July 24.62 July 22.00 August 22.59 August 19.91 August 22.19 August 21.80 August 21.79 September 23.15 September 16.27 September 22.64 September 19.98 September 24.82 October 20.91 October 18.45 October 22.48 October 21.25 October 23.91 November 20.05 November 19.55 November 24.05 November 22.39 November 22.60 December 16.20 December 17.66 December 24.56 December 22.55 December 22.81
The closing price on February 14, 2006 was $21.83. NOKIA CORP. (NOK) Nokia Corp. is a manufacturer of mobile telephones and a supplier of mobile multimedia services, network infrastructure, service delivery platforms and devices and connectivity solutions. Nokia has three business divisions, which include Multimedia, Enterprise Solutions and Networks. Nokia connects people to each other with mobile devices and solutions for voice, data, imaging, games, multimedia, and business applications. It also provides equipment, solutions, and services for its operator and enterprise customers. It sells its mobile devices primarily to operators, distributors, independent retailers, and enterprise customers worldwide. American depositary receipts evidencing American depositary shares of Nokia are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Nokia also trade on the Helsinki, Frankfurt, Paris, Stockholm and London stock exchanges.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ ------- ---------- ------- --------- ------- --------- ------- --------- ------- --------- -------- January 34.35 January 23.45 January 14.39 January 20.66 January 15.28 January 18.38 February 22.00 February 20.77 February 13.23 February 21.77 February 16.14 March 24.00 March 20.74 March 14.01 March 20.28 March 15.43 April 34.19 April 16.26 April 16.57 April 14.01 April 15.98 May 29.24 May 13.88 May 18.04 May 13.74 May 16.86 June 22.19 June 14.48 June 16.43 June 14.54 June 16.64 July 21.81 July 12.40 July 15.30 July 11.62 July 15.95 August 15.74 August 13.29 August 16.29 August 11.87 August 15.77 September 15.65 September 13.25 September 15.60 September 13.72 September 16.91 October 20.51 October 16.62 October 16.99 October 15.42 October 16.82 November 23.01 November 19.21 November 17.98 November 16.17 November 17.08 December 24.53 December 15.50 December 17.00 December 15.67 December 18.30
The closing price on February 14, 2006 was $18.10. A-19 NORTEL NETWORKS CORPORATION (NT) Nortel Networks Corporation designs, develops, manufactures and markets networking solutions that consist of hardware, software, and services. Its networking products and services support data, voice and multimedia communications networks using wireline and wireless technologies. Nortel's products include systems and services, which connect users to telecommunications networks and the Internet. Nortel Networks serves various enterprise customers, such as large businesses and branch offices, small businesses, home offices, and government agencies, educational and other institutions.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ -------- ---------- ------- ---------- ------- --------- ------- --------- ------- -------- --------- January 38.23 January 7.24 January 2.37 January 7.82 January 3.25 January 3.00 February 18.49 February 5.07 February 2.15 February 7.97 February 2.68 March 14.05 March 4.49 March 2.08 March 5.94 March 2.73 April 15.30 April 3.40 April 2.58 April 3.74 April 2.49 May 13.33 May 2.21 May 3.14 May 3.83 May 2.59 June 9.03 June 1.45 June 2.70 June 4.99 June 2.61 July 8.00 July 0.97 July 2.95 July 3.66 July 2.63 August 6.26 August 1.05 August 3.24 August 3.79 August 3.04 September 5.61 September 0.54 September 4.10 September 3.40 September 3.26 October 5.81 October 1.23 October 4.44 October 3.39 October 3.25 November 7.80 November 1.94 November 4.51 November 3.47 November 2.90 December 7.46 December 1.61 December 4.23 December 3.47 December 3.06
The closing price on February 14, 2006 was $2.96. NOVARTIS AG (NVS) Novartis AG is engaged in the research, development, manufacture, and marketing of pharmaceutical products. Novartis' Pharmaceuticals division develops, markets, and sells branded pharmaceuticals in various therapeutic areas, and its Consumer Health division offers over-the-counter self-medication, animal health, medical nutrition, infant and baby foods, and lens and vision care products. Its Sandoz division develops, manufactures, markets, and sells retail generics drugs, and off-patent active pharmaceutical ingredients and intermediates to wholesalers, pharmacies, hospitals, and other healthcare outlets. American depositary receipts evidencing American depositary shares of Novartis are traded on the New York Stock Exchange. Shares of Novartis also trade on the Swiss Stock Exchange and the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- ----------- ------- --------- ------- -------- ------- -------- -------- January 42.83 January 34.63 January 37.08 January 45.15 January 47.88 January 55.16 February 42.67 February 37.96 February 36.58 February 44.15 February 49.97 March 39.33 March 39.60 March 37.06 March 42.60 March 46.78 April 39.15 April 41.97 April 39.48 April 44.80 April 48.73 May 38.38 May 42.82 May 40.00 May 45.17 May 48.83 June 36.15 June 43.83 June 39.81 June 44.50 June 47.44 July 35.02 July 41.13 July 38.59 July 44.66 July 48.71 August 36.47 August 40.45 August 36.97 August 46.45 August 48.75 September 38.92 September 39.73 September 38.84 September 46.67 September 51.00 October 37.63 October 37.94 October 38.37 October 48.01 October 53.82 November 35.76 November 38.00 November 42.20 November 48.05 November 52.40 December 36.50 December 36.73 December 45.89 December 50.54 December 52.48
The closing price on February 14, 2006 was $54.72. A-20 ORACLE CORPORATION (ORCL) Oracle Corporation develops, manufactures, markets and distributes computer software. Oracle's software products can be categorized into two broad areas: database and middleware software and applications software. Oracle's database and middleware software provides an Internet platform for developing and deploying applications on the Internet and on corporate intranets. Oracle's applications software can be accessed with standard Web browsers and can be used to automate business processes and to provide business intelligence for marketing, sales, order management, procurement, supply chain, manufacturing, service, human resources and projects. In addition to computer software products, Oracle offers a range of consulting, education, support and outsourcing services.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price --------- ------- --------- ------- --------- ------- --------- ------- --------- -------- ------- -------- January 29.13 January 17.26 January 12.03 January 13.86 January 13.77 January 12.57 February 19.00 February 16.62 February 11.96 February 12.87 February 12.95 March 14.98 March 12.80 March 10.84 March 12.00 March 12.48 April 16.16 April 10.04 April 11.88 April 11.25 April 11.56 May 15.30 May 7.92 May 13.01 May 11.40 May 12.80 June 19.00 June 9.47 June 12.01 June 11.93 June 13.20 July 18.08 July 10.01 July 11.99 July 10.51 July 13.57 August 12.21 August 9.56 August 12.83 August 9.97 August 12.99 September 12.58 September 7.86 September 11.25 September 11.28 September 12.40 October 13.56 October 10.19 October 11.97 October 12.66 October 12.68 November 14.03 November 12.15 November 12.02 November 12.74 November 12.60 December 13.81 December 10.80 December 13.23 December 13.72 December 12.21
The closing price on February 14, 2006 was $12.40. PFIZER INC. (PFE) Pfizer Inc. is a research-based, global pharmaceutical company that develops, manufactures and markets prescription medicines for humans and animals, as well as many consumer products. Pfizer operates in three business segments: Human Health, Consumer Healthcare and Animal Health. The Human Health segment includes prescription pharmaceuticals for treating various diseases, including cardiovascular diseases, infectious diseases, central nervous system disorders, diabetes, allergies, arthritis and other disorders. The Consumer Healthcare segment includes over-the-counter medications for oral care, upper respiratory health, eye care, skin care, gastrointestinal health and other products. The Animal Health segment includes treatment for diseases in livestock and animials.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- -------- ------- -------- ------- --------- ------- --------- ------- -------- ------- January 45.15 January 41.67 January 30.36 January 36.63 January 24.16 January 25.68 February 45.00 February 40.96 February 29.82 February 36.65 February 26.29 March 40.95 March 39.74 March 31.16 March 35.05 March 26.27 April 43.30 April 36.35 April 30.75 April 35.76 April 27.17 May 42.89 May 34.60 May 31.02 May 35.34 May 27.90 June 40.05 June 35.00 June 34.15 June 34.28 June 27.58 July 41.22 July 32.35 July 33.36 July 31.96 July 26.50 August 38.31 August 33.08 August 29.92 August 32.67 August 25.48 September 40.10 September 29.02 September 30.38 September 30.60 September 24.97 October 41.90 October 31.77 October 31.60 October 28.95 October 21.74 November 43.31 November 31.53 November 33.57 November 27.77 November 21.20 December 39.85 December 30.57 December 35.33 December 26.89 December 23.32
The closing price on February 14, 2006 was $25.50. A-21 QWEST COMMUNICATIONS INTERNATIONAL INC. (Q) Qwest Communications International Inc. provides telecommunications and related services, wireless services and directory services in several U.S. states, and broadband data, video, voice and image communications globally. Qwest offers local voice, long distance voice, and data and Internet services to consumers, businesses, and wholesale customers, as well as access services to wholesale customers. Qwest also resells Sprint wireless services, including access to Sprint's nationwide personal communications service wireless network. Its Other Services segment primarily involves the sublease of real estate assets, such as space in office buildings, warehouses, and other properties.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- -------- ---------- ------- --------- ------- --------- ------- -------- -------- January 42.12 January 10.50 January 4.52 January 4.04 January 4.20 January 6.02 February 36.97 February 8.70 February 3.58 February 4.58 February 3.90 March 35.05 March 8.22 March 3.49 March 4.31 March 3.70 April 40.90 April 5.03 April 3.77 April 4.02 April 3.42 May 36.74 May 5.16 May 4.49 May 3.75 May 3.92 June 31.87 June 2.80 June 4.78 June 3.59 June 3.71 July 26.00 July 1.28 July 3.99 July 3.89 July 3.82 August 21.50 August 3.28 August 4.45 August 2.89 August 3.90 September 16.70 September 2.28 September 3.40 September 3.33 September 4.10 October 12.95 October 3.39 October 3.53 October 3.42 October 4.36 November 11.90 November 4.84 November 3.66 November 4.00 November 5.24 December 14.13 December 5.00 December 4.32 December 4.44 December 5.65
The closing price on February 14, 2006 was $6.00. SONY CORPORATION (SNE) Sony Corporation develops, designs, manufactures and sells electronic equipment, instruments and devices for the consumer and industrial markets, and produces, distributes and broadcasts image-based software, including film, video and television. It also develops, produces, manufactures and markets home-use game consoles, software, and recorded music in all commercial formats and musical genres. Sony participates in various financial service businesses, has Internet-related businesses, an advertising agency business in Japan and location-based entertainment businesses in Japan and the United States. American depositary receipts evidencing American depositary shares of Sony are traded on the New York Stock Exchange. Shares of Sony also trade on the Tokyo Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- --------- ------- --------- ------- -------- -------- --------- -------- --------- ---------- January 73.55 January 44.76 January 39.95 January 40.65 January 37.02 January 48.90 February 71.51 February 46.20 February 37.97 February 40.94 February 37.79 March 72.25 March 51.70 March 35.13 March 41.81 March 40.02 April 76.65 April 54.20 April 24.74 April 38.40 April 36.71 May 78.10 May 58.11 May 27.34 May 36.87 May 37.27 June 65.80 June 53.10 June 28.00 June 38.05 June 34.44 July 49.52 July 45.33 July 31.20 July 34.65 July 32.51 August 44.90 August 43.51 August 32.95 August 34.67 August 33.62 September 33.20 September 41.10 September 34.80 September 34.39 September 33.19 October 38.20 October 43.24 October 35.20 October 34.85 October 32.80 November 47.70 November 44.35 November 34.35 November 36.36 November 37.01 December 45.10 December 41.31 December 34.67 December 38.96 December 40.80
The closing price on February 14, 2006 was $49.80. A-22 SUN MICROSYSTEMS, INC. (SUNW) Sun Microsystems, Inc. provides products and services for network computing. It provides network computing infrastructure solutions that consist of computer systems, network storage systems, support services, and professional and knowledge services. It also offers a range of system/network architecture, implementation, and management, as well as consulting, skills migration, and training. Sun Microsystems' customers use its products and services to build mission-critical computing systems and in a wide range of technical/scientific and engineering applications in industries such as telecommunications, financial services, government, manufacturing, education, retail, life sciences, media and entertainment and healthcare.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- --------- -------- ---------- ------- --------- ------- --------- ------- -------- -------- January 30.56 January 10.76 January 3.09 January 5.29 January 4.36 January 4.50 February 19.88 February 8.51 February 3.44 February 5.31 February 4.22 March 15.37 March 8.82 March 3.26 March 4.17 March 4.04 April 17.12 April 8.18 April 3.31 April 3.90 April 3.62 May 16.47 May 6.89 May 4.35 May 4.17 May 3.81 June 15.72 June 5.01 June 4.65 June 4.33 June 3.73 July 16.29 July 3.92 July 3.76 July 3.95 July 3.84 August 11.45 August 3.69 August 3.90 August 3.87 August 3.80 September 8.27 September 2.59 September 3.31 September 4.04 September 3.93 October 10.15 October 2.96 October 3.95 October 4.50 October 4.00 November 14.24 November 4.29 November 4.26 November 5.55 November 3.77 December 12.30 December 3.11 December 4.47 December 5.39 December 4.19
The closing price on February 14, 2006 was $4.39. SYNGENTA AG (SYT) Syngenta AG is an agribusiness company that develops, manufactures, and markets a range of products designed for crop yield and food quality. It operates in three segments: Crop Protection, Seeds and Plant Science. Sygenta's products have applications in commercial agriculture, public health, forestry, industrial weed control, and home and garden, and it operates in Switzerland, the United Kingdom, and the United States, China, and India.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- --------- ------- --------- ------- --------- ------- --------- -------- -------- --------- January 12.15 January 11.00 January 12.25 January 13.86 January 21.50 January 25.54 February 11.60 February 11.28 February 9.79 February 14.00 February 22.56 March 10.40 March 12.30 March 9.15 March 14.43 March 21.00 April 10.12 April 12.25 April 10.25 April 15.93 April 20.73 May 10.00 May 12.55 May 10.41 May 15.89 May 20.64 June 10.80 June 12.16 June 10.14 June 16.79 June 20.39 July 10.60 July 10.16 July 11.00 July 16.60 July 20.80 August 10.54 August 10.84 August 11.10 August 18.03 August 21.29 September 9.97 September 10.80 September 10.94 September 19.09 September 21.00 October 10.28 October 11.81 October 10.77 October 19.04 October 21.49 November 10.30 November 11.33 November 12.18 November 21.25 November 21.85 December 10.60 December 11.52 December 13.48 December 21.35 December 24.91
The closing price on February 14, 2006 was $27.80. A-23 THE ST. PAUL TRAVELERS COMPANIES, INC. (STA) The St. Paul Travelers Companies is a provider of insurance and surety products and risk management services to businesses, organizations, and individuals primarily in the United States. It operates through three segments: Commercial, Specialty, and Personal, and offers various property and casualty insurance, standard and specialized insurance coverages and services, and various types of property and casualty insurance covering personal risks. Prices prior to March 2004 are those of the Travelers Property Casualty Corp.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- --------- ------- --------- ------- --------- ------- --------- ------- -------- -------- January 48.02 January 44.70 January 16.21 January 42.13 January 37.54 January 45.38 February 46.29 February 48.90 February 15.65 February 42.74 February 38.32 March 44.05 March 45.85 March 14.09 March 40.01 March 36.73 April 45.10 April 18.59 April 16.23 April 40.67 April 35.80 May 50.60 May 17.55 May 16.33 May 39.68 May 37.88 June 50.70 June 17.70 June 15.90 June 40.54 June 39.53 July 43.85 July 16.30 July 35.17 July 37.07 July 44.02 August 42.03 August 15.72 August 34.76 August 34.69 August 43.01 September 41.22 September 13.20 September 37.03 September 33.06 September 44.87 October 45.90 October 13.35 October 38.13 October 33.96 October 45.03 November 47.08 November 15.95 November 37.10 November 36.48 November 46.53 December 43.97 December 14.65 December 39.65 December 37.07 December 44.67
The closing price on February 14, 2006 was $44.34. TEXAS INSTRUMENTS, INC. (TXN) Texas Instruments, Inc. designs and supplies digital signal processors and analog integrated circuits. Texas Instruments also designs and manufactures other semiconductor products, including integrated circuits, standard logic devices, microcontrollers and digital imaging devices. Texas Instruments' semiconductor products are used in a range of products that are sold to original equipment manufacturers, contract manufacturers and distributors. Texas Instruments also sells electrical and electronic controls, sensors, radio frequency identification systems and educational and graphing calculators. Texas Instruments markets and sells its products through its own direct sales force and third-party distributors.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- ------- ---------- ------- --------- ------- --------- -------- -------- --------- January 43.80 January 31.21 January 15.90 January 31.35 January 23.21 January 29.23 February 29.55 February 29.35 February 16.75 February 30.65 February 26.47 March 30.98 March 33.10 March 16.37 March 29.22 March 25.49 April 38.70 April 30.93 April 18.49 April 25.10 April 24.96 May 34.12 May 28.67 May 20.50 May 26.11 May 27.64 June 31.90 June 23.70 June 17.60 June 24.18 June 28.07 July 34.50 July 23.15 July 18.87 July 21.33 July 31.76 August 33.10 August 19.70 August 23.85 August 19.54 August 32.68 September 24.98 September 14.77 September 22.80 September 21.28 September 33.90 October 27.99 October 15.86 October 28.92 October 24.45 October 28.55 November 32.05 November 20.01 November 29.76 November 24.18 November 32.48 December 28.00 December 15.01 December 29.38 December 24.62 December 32.07
The closing price on February 14, 2006 was $30.56. A-24 TIME WARNER, INC. (TWX) Time Warner Inc. is a media and entertainment company. Time Warner's business includes America Online, consisting principally of interactive services, Web properties, Internet technologies and electronic commerce services. Time Warner also has interests in cable systems, filmed entertainment and television production companies, cable television and broadcast networks, recorded music and music publishing enterprises, and in magazine publishing, book publishing and direct marketing companies.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ------------ -------- --------- ------- ---------- ------- --------- -------- --------- -------- -------- --------- January 52.56 January 26.31 January 11.66 January 17.57 January 18.00 January 17.53 February 44.03 February 24.80 February 11.32 February 17.25 February 17.23 March 40.15 March 23.65 March 10.86 March 16.86 March 17.55 April 50.50 April 19.02 April 13.68 April 16.82 April 16.81 May 52.19 May 18.70 May 15.22 May 17.04 May 17.40 June 53.00 June 14.71 June 16.09 June 17.58 June 16.71 July 45.45 July 11.50 July 15.43 July 16.65 July 17.02 August 37.35 August 12.65 August 16.36 August 16.35 August 17.92 September 33.10 September 11.70 September 15.11 September 16.14 September 18.11 October 31.10 October 14.75 October 15.29 October 16.64 October 17.83 November 34.90 November 16.37 November 16.28 November 17.71 November 17.98 December 32.10 December 13.10 December 17.99 December 19.45 December 17.44
The closing price on February 14, 2006 was $18.17. TOTAL S.A. (TOT) TOTAL S.A. operates as an energy company, with operations worldwide. Its operations are conducted through three business segments: Upstream, Downstream and Chemicals. The Upstream segment includes exploration, development and production activities, as well as TOTAL's coal and gas and power operations. The Downstream segment sells substantially all of the crude oil produced by TOTAL, purchases most of the crude oil required to supply its refineries, operates refineries and markets petroleum products worldwide through both retail and non-retail activities, and conducts TOTAL's bulk trading. The Chemicals segment includes petrochemicals, fertilizers, elastomer processing and a unit combining vinyl products, industrial chemicals, and performance products. In addition, Total is involved in the coal mining, cogeneration and electricity sectors. American depositary receipts evidencing American depositary shares of Total Fina are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of Total Fina also trade on the Paris Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- -------- ---------- -------- --------- ------- --------- -------- --------- -------- ------- --------- January 73.50 January 70.36 January 67.91 January 88.30 January 107.55 January 138.33 February 70.51 February 73.55 February 65.75 February 91.99 February 119.20 March 67.95 March 76.60 March 63.27 March 92.00 March 117.23 April 74.90 April 75.71 April 65.70 April 92.12 April 110.91 May 73.74 May 77.67 May 73.55 May 94.08 May 111.19 June 70.20 June 80.90 June 75.80 June 96.08 June 116.85 July 70.88 July 72.55 July 73.60 July 97.35 July 125.00 August 73.85 August 71.32 August 77.01 August 97.99 August 131.84 September 67.55 September 65.85 September 75.80 September 102.17 September 135.82 October 69.74 October 68.02 October 78.07 October 104.28 October 126.02 November 64.09 November 66.75 November 80.77 November 109.60 November 124.69 December 70.24 December 71.50 December 92.51 December 109.84 December 126.40
The closing price on February 14, 2006 was $128.21. A-25 TOYOTA MOTOR CORPORATION (TM) Toyota Motor Corporation is engaged mainly in the automotive business and in the financial services business. Toyota's operations are divided into three segments. The automotive business involves the design, manufacturing and sale of passenger cars, recreational vehicles, sport utility vehicles, minivans, trucks, buses and related parts. The financial services business involves the provision of loans and leases to customers and the provision of loans to dealers. All other business includes the design, manufacturing and sale of housing, telecommunications and other business. Toyota sells, manufactures and markets cars, trucks and buses worldwide under the Toyota, Lexus and Daihatsu brands. American depositary receipts evidencing American depositary shares of Toyota are included in the Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of Toyota also trade on the Tokyo Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- --------- -------- --------- ------- --------- ------- ---------- ------- --------- --------- January 68.11 January 52.36 January 47.80 January 66.40 January 78.19 January 103.71 February 69.60 February 51.45 February 47.48 February 69.13 February 77.78 March 70.75 March 58.15 March 44.95 March 74.50 March 74.38 April 67.71 April 54.83 April 45.28 April 73.21 April 72.71 May 71.25 May 55.37 May 47.68 May 72.35 May 71.71 June 70.45 June 53.00 June 51.80 June 81.62 June 71.49 July 66.30 July 47.97 July 51.30 July 80.00 July 75.86 August 61.10 August 50.04 August 55.39 August 79.19 August 81.98 September 51.85 September 51.10 September 59.55 September 76.38 September 81.98 October 49.20 October 48.60 October 58.02 October 77.59 October 92.81 November 51.90 November 52.90 November 59.57 November 74.71 November 96.75 December 50.96 December 53.00 December 68.75 December 81.87 December 104.62
The closing price on February 14, 2006 was $106.86. VERIZON COMMUNICATIONS, INC. (VZ) Verizon Communications, Inc. is a telecommunications company that provides broadband, local telephone, wireless communications, long-distance and Internet services to customers in the United States. Verizon provides domestic wireline services, including local and long distance telephone service and voice and data transport, wireless telecommunications services in the United States and has investments in wireline and wireless operations in Latin America, Europe and the Asia-Pacific region. Verizon also operates domestic and international publishing businesses, including print directories, Web site creation and Web hosting. In addition, Verizon has teamed up with Yahoo! Inc. to launch a high-speed Internet service. The company was incorporated in 1983 under the name Bell Atlantic Corporation. It changed its name to Verizon Communications, Inc. in 2000.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- --------- ------- --------- ------- --------- -------- --------- -------- -------- --------- January 54.95 January 46.35 January 38.28 January 36.86 January 35.59 January 31.66 February 49.50 February 46.80 February 34.58 February 38.33 February 35.97 March 49.30 March 46.10 March 35.35 March 36.54 March 35.50 April 55.07 April 40.11 April 37.38 April 37.74 April 35.80 May 54.85 May 43.00 May 37.85 May 34.58 May 35.38 June 53.50 June 40.15 June 39.45 June 36.19 June 34.55 July 54.15 July 33.00 July 35.00 July 38.54 July 34.23 August 50.00 August 31.00 August 35.32 August 39.25 August 32.71 September 54.11 September 27.44 September 32.44 September 39.38 September 32.69 October 49.81 October 37.76 October 33.60 October 39.10 October 31.51 November 47.00 November 41.88 November 32.84 November 41.23 November 31.98 December 47.46 December 38.75 December 35.08 December 40.51 December 30.12
The closing price on February 14, 2006 was $33.52. A-26 VIACOM INC. (VIAB) Viacom, Inc. operates cable networks and entertainment brands. It owns and operates advertiser-supported basic cable television program services through MTV Networks, including MTV Music Television, MTV2, Nickelodeon, Nick at Nite, TV Land, VH1, Spike TV, CMT: Country Music Television, Comedy Central, and MTV U, as well as cable program services, including BET and BET Jazz, BET Gospel, and BET Hip Hop. Through Paramount Pictures, Viacom produces, finances, and distributes feature motion pictures. It distributes its motion pictures on DVDs and videocassettes in the U.S. and Canada through Paramount Home Entertainment; and outside the U.S. and Canada, through Paramount Home Entertainment International. In addition, Viacom engages in music publishing business. It owns copyrights to over a hundred thousand musical works. In June 2005, Viacom announced a plan to separate into two companies. The separation was completed on December 31, 2005, by spinning off a new publicly traded company - called "Viacom Inc." - that consists of the advertising-supported cable networks business, the Paramount Pictures business and Famous Music. There is no stock information for this new Viacom entity prior to December 8, 2005.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price --------- ------- ------- --------- --------- -------- -------- -------- ---------- -------- ------- --------- January * January * January * January * January * January 41.48 February * February * February * February * February * March * March * March * March * March * April * April * April * April * April * May * May * May * May * May * June * June * June * June * June * July * July * July * July * July * August * August * August * August * August * September * September * September * September * September * October * October * October * October * October * November * November * November * November * November * December * December * December * December * December 41.15
The closing price on February 14, 2006 was $43.19. VODAFONE GROUP P.L.C. (VOD) Vodafone Group p.l.c. provides international wireless telecommunications services in continental Europe, the United Kingdom, the United States and Asia through subsidiaries, joint ventures and associated undertakings. Vodafone also has investment interests in wireless telecommunications companies in the Middle East and Africa. Vodafone offers a full range of mobile telecommunications services, including voice and data communications worldwide, and distributes its products and services directly, as well as through third-party service providers, independent dealers, and agencies. Vodafone also has controlling interests in certain non-mobile telecommunication businesses. American depositary receipts evidencing American depositary shares of Vodafone are included in the Wireless HOLDRS and are traded on the New York Stock Exchange. Shares of Vodafone also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- ---------- ------- -------- ------- --------- ------- --------- -------- ----- -------- January 34.97 January 21.70 January 18.85 January 25.60 January 25.98 January 21.11 February 27.31 February 19.00 February 18.10 February 24.97 February 26.29 March 27.15 March 18.43 March 18.22 March 23.90 March 26.56 April 30.28 April 16.20 April 19.76 April 24.54 April 26.14 May 25.89 May 14.93 May 21.91 May 23.76 May 25.18 June 22.35 June 13.65 June 19.65 June 22.10 June 24.32 July 21.55 July 15.17 July 18.98 July 21.73 July 25.83 August 20.15 August 15.99 August 18.30 August 22.90 August 27.25 September 21.96 September 12.83 September 20.25 September 24.11 September 25.97 October 23.12 October 15.92 October 21.15 October 25.79 October 26.26 November 25.34 November 18.75 November 23.35 November 27.27 November 21.55 December 25.68 December 18.12 December 25.04 December 27.38 December 21.47
The closing price on February 14, 2006 was $21.21. A-27 WAL-MART STORES, INC. (WMT) Wal-Mart Stores, Inc. operates mass merchandising stores that serve customers primarily through the operation of Wal-Mart Discount Stores, Neighborhood Markets, Supercenters and Sam's Clubs. The Wal-Mart Discount Stores, Neighborhood Markets and Supercenters offer a wide variety of merchandise, including clothing, household and sporting goods, small appliances; automotive accessories; and groceries. Wal-Mart stores sell name-brand merchandise and merchandise sold under Wal-Mart's own brands. Sam's Clubs are warehouse stores, accessible by membership only, that offer bulk-quantity name-brand merchandise and grocery items. The Company has operations throughout the United States and internationally.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ---------- ------- --------- ------- --------- ------- --------- ------- --------- -------- --------- ---------- January 56.80 January 59.98 January 47.80 January 53.85 January 52.40 January 46.11 February 50.09 February 62.01 February 48.06 February 59.56 February 51.61 March 50.50 March 61.30 March 52.03 March 59.69 March 50.11 April 51.74 April 55.86 April 56.32 April 57.00 April 47.14 May 51.75 May 54.10 May 52.61 May 55.73 May 47.23 June 48.80 June 55.01 June 53.67 June 52.76 June 48.20 July 55.90 July 49.18 July 55.91 July 53.01 July 49.35 August 48.05 August 53.48 August 59.17 August 52.67 August 44.96 September 49.50 September 49.24 September 55.85 September 53.20 September 43.82 October 51.40 October 53.55 October 58.95 October 53.92 October 47.31 November 55.15 November 53.90 November 55.64 November 52.06 November 48.56 December 57.55 December 50.51 December 53.05 December 52.82 December 46.80
The closing price on February 14, 2006 was $46.45. ZIMMER HOLDINGS, INC. (ZMH) Zimmer Holdings, Inc. designs, develops, manufactures and markets reconstructive orthopedic implants and trauma products. Reconstructive orthopedic implants restore joint function lost due to disease or trauma in joints and trauma products are devices used primarily to reattach or stabilize damaged bone or tissue. Zimmer also manufactures and markets orthopedic surgical products, which include surgical supplies and instruments designed to aid in orthopedic surgical procedures. It also markets an array of sports medicine products. Zimmer's customers include orthopedic surgeons, hospitals and healthcare purchasing organizations or buying groups. These customers range from large multinational enterprises to independent surgeons.
Closing Closing Closing Closing Closing Closing 2001 Price 2002 Price 2003 Price 2004 Price 2005 Price 2006 Price ----------- ------- ---------- ------- --------- ------- --------- ------- ---------- -------- --------- ------- January * January 32.53 January 41.00 January 76.50 January 78.85 January 68.95 February * February 35.76 February 44.39 February 75.64 February 85.90 March * March 34.05 March 48.63 March 73.78 March 77.81 April * April 34.71 April 46.90 April 79.85 April 81.42 May * May 34.98 May 44.86 May 85.35 May 76.58 June * June 35.66 June 45.05 June 88.20 June 76.17 July * July 37.23 July 47.81 July 76.31 July 82.36 August 27.20 August 36.90 August 51.74 August 71.30 August 82.17 September 27.75 September 38.34 September 55.10 September 79.04 September 68.89 October 30.91 October 41.22 October 63.81 October 77.59 October 63.77 November 32.26 November 37.64 November 65.92 November 81.60 November 62.67 December 30.54 December 41.52 December 70.40 December 80.12 December 67.44
The closing price on February 14, 2006 was $68.70. A-28 [GRAPHIC OMITTED][GRAPHIC OMITTED] 1,000,000,000 Depositary Receipts Market 2000+ HOLDRSSM Trust ------------------------ P R O S P E C T U S ------------------------ February 16, 2006 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Article XIV, Section 2 of the Restated Certificate of Incorporation of Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that, subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith Incorporated shall indemnify its directors and officers to the full extent authorized or permitted by law. The directors and officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated are insured under policies of insurance maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the policies, against certain losses arising from any claim made against them by reason of being or having been such directors or officers. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all of its directors providing for indemnification of such persons by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or permitted by law, subject to certain limited exceptions. Item 16. Exhibits. See Exhibit Index. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(a) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. II-1 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (5) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on February 16, 2006. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: * ------------------------------- Name: Joseph F. Regan Title: First Vice President, Chief Financial Officer and Controller Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities indicated on February 16, 2006. Signature Title --------- ----- * ---------------------------- Chief Executive Officer, Robert J. McCann Chairman of the Board * ---------------------------- Director Do Woo Kim * ---------------------------- Director Carlos M. Morales * ---------------------------- Director Candace E. Browning * ---------------------------- Director Gregory J. Fleming * ---------------------------- Chief Financial Officer and Controller Joseph F. Regan *By: /s/ Mitchell M. Cox Attorney-in-Fact ------------------------- Mitchell M. Cox II-3 INDEX TO EXHIBITS Exhibits *4.1 Standard Terms for Depositary Trust Agreements between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York, as Trustee dated as of September 2, 1999, and included as exhibits thereto, form of Depositary Trust Agreement, form of Amendment No. 1 to the Standard Terms for Depositary Trust Agreements and form of HOLDRS, filed on August 3, 2000 as an exhibit to Amendment No. 2 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS. *5.1 Opinion of Shearman & Sterling LLP regarding the validity of the Market 2000+ HOLDRS Receipts, filed on July 28, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS. *8.1 Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on July 28, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS. *24.1 Power of Attorney (included in Part II of Registration Statement), filed on May 26, 2000 as an exhibit to the registration statement filed on Form S-1 for Market 2000+ HOLDRS. *24.2 Power of Attorney of John J. Fosina, E. Stanley O'Neal, George A. Schieren, Thomas H. Patrick and Dominic A. Carone. *24.3 Power of Attorney of James P. Gorman, Arshad R. Zakaria and Carlos M. Morales. *24.4 Power of Attorney of Candace E. Browning, Gregory J. Fleming, Do Woo Kim and Joseph F. Regan. 24.5 Power of Attorney of Robert J. McCann and Joseph F. Regan __________________ * Previously filed. II-4