As filed with the Securities and Exchange Commission on March 11, 2009

Registration No. 333-37980

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

_____________________

POST-EFFECTIVE AMENDMENT NO. 7

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

(State or other jurisdiction of incorporation
or organization)

6211

(Primary Standard Industrial
Classification Code Number)

13-5674085

(I.R.S. Employer

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:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

250 Vesey Street

New York, New York 10281

(212) 449-1000

Attn: Corporate Secretary

(Name, address, including zip code, and telephone, including area code, of agent for service)

Andrew B. Jánszky, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

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. o

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. o

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. o

PROSPECTUS

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+ HOLDRSSM 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 NYSE Arca 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 Mellon is the trustee. You only may acquire, hold or transfer Market 2000+ HOLDRSSM in a round-lot amount of 100 Market 2000+ HOLDRSSM or round-lot multiples. Market 2000+ HOLDRSSM are separate from the underlying deposited common stocks or American depositary shares that are represented by the Market 2000+ HOLDRSSM. For a list of the names and the number of shares of the companies that are represented by a Market 2000+ HOLDRSSM, see “Highlights of Market 2000+ HOLDRS - The Market 2000+ HOLDRS” in this prospectus. The Market 2000+ HOLDRSSM Trust will issue Market 2000+ HOLDRSSM on a continuous basis.

Investing in Market 2000+ HOLDRSSM involves significant risks. See “Risk Factors.”

Market 2000+ HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates. Market 2000+ HOLDRSSM are not interests in the Bank of New York Mellon, 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+ HOLDRSSM are listed on the NYSE Arca under the symbol “MKH.” On February 27, 2009, the last reported sale price of the Market 2000+ HOLDRSSM on the NYSE Arca was $36.52.

______________

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 March 11, 2009.

“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	19
U.S. FEDERAL INCOME TAX CONSEQUENCES	22
ERISA CONSIDERATIONS	26
PLAN OF DISTRIBUTION	26
LEGAL MATTERS	27
WHERE YOU CAN FIND MORE INFORMATION	28

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 “U.S. 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.

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 Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS. The depositary trust agreement was amended on August 18, 2000. The trust is not a registered investment company under the Investment Company Act of 1940.

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. See “Description of the Depositary Trust Agreement—Reconstitution events” for an explanation of these 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 27, 2009, there were 445,500 Market 2000+ HOLDRS outstanding.

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

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.

Discount trading price. Market 2000+ HOLDRS may trade at a discount to the aggregate value of the underlying securities.

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.

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.

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.

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.

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.

Trading halts. Trading in Market 2000+ HOLDRS on the NYSE Arca may be halted if (i) the number of Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca. If trading is halted in 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.

Delisting from the NYSE Arca. The NYSE Arca may consider delisting the Market 2000+ HOLDRS if (i) the number of Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca. If the Market 2000+ HOLDRS are delisted by the NYSE Arca, 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.

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.

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

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:

▪

general market fluctuations;

▪

actual or anticipated variations in companies’ quarterly operating results;

▪

announcements of technological innovations by competitors of the companies included in the Market 2000+ HOLDRS;

▪

changes in financial estimates by securities analysts;

▪

legal or regulatory developments affecting the companies included in the Market 2000+ HOLDRS or in the industries in which they operate;

▪

announcements by competitors of the companies included in the Market 2000+ HOLDRS of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

▪

departures of key personnel; and

▪

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. 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 2008, the price of a Market 2000+ HOLDR reached a high of $64.13 and a low of $36.36.

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, legal 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:

▪

general economic, social and political conditions;

▪

the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems;

▪

differing tax rates, tariffs, exchange controls or other similar restrictions;

▪

currency fluctuations;

▪

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

▪

reduction in the number or capacity of personnel in international markets.

It may be impossible to initiate legal proceedings or enforce judgments against some of the companies included in the Market 2000+ HOLDRS. Companies included in the Market 2000+ HOLDRS from time to time may be 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.

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 that may, from time to time, be 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.

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:

▪

the need to keep pace with rapid technological change in order to remain competitive and to prevent the obsolescence of their products and services;

▪

an inability to adequately protect proprietary rights;

▪

changes in the regulatory environment in which telecommunications companies operate that could affect their ability to offer new or existing products and services; and

▪

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.

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 the 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.

HIGHLIGHTS OF MARKET 2000+ HOLDRS

This discussion highlights information regarding Market 2000+ HOLDRS. 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 Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS. The depositary trust agreement 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 Mellon, 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

	Agreement—Distributions” and “Description of the Depositary Trust Agreement—Reconstitution events.”

	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:

	· names of the issuers of the underlying securities represented by a Market 2000+ HOLDR;

	· stock ticker symbols;

	· share amounts currently represented by a round-lot of 100 Market 2000+ HOLDRS; and

	· principal U.S. market on which the underlying securities represented by the Market 2000+ HOLDRS are traded.

Name of Company (1)(2)	Ticker	Share Amounts	Primary Trading Market
Alcatel-Lucent	ALU	0.7808	NYSE
American International Group, Inc.	AIG	2.0000	NYSE
AstraZeneca PLC *	AZN	4.0000	NYSE
AT&T Inc.	T	11.5603	NYSE
BP p.l.c. *	BP	3.0000	NYSE
Bristol-Myers Squibb Company	BMY	3.0000	NYSE
Brocade Communications Systems, Inc.	BRCD	0.0552	NASDAQ
BT Group plc	BT	2.0000	NYSE
CBS Corporation Class B	CBS	1.5000	NYSE
Cisco Systems, Inc.	CSCO	3.0000	NASDAQ
Citigroup Inc.	C	3.0000	NYSE
Comcast Corporation	CMCSA	2.9115	NASDAQ
Dell Inc.	DELL	5.0000	NASDAQ
Deutsche Telekom AG *	DT	5.0000	NYSE
Discover Financial Services	DFS	1.0000	NYSE
Eli Lilly and Company	LLY	2.0000	NYSE
EMC Corporation	EMC	2.0000	NYSE
LM Ericsson Telephone Company *	ERIC	1.8000	NASDAQ
Exxon Mobil Corporation	XOM	4.0000	NYSE
FairPoint Communications, Inc.	FRP	0.0754	NYSE
France Telecom *	FTE	2.0000	NYSE
General Electric Company	GE	3.0000	NYSE
GlaxoSmithKline plc	GSK	3.0000	NYSE
Hewlett-Packard Company	HPQ	4.0000	NYSE
The Home Depot, Inc.	HD	4.0000	NYSE
Intel Corporation	INTC	2.0000	NASDAQ

International Business Machines Corporation	IBM	2.0000	NYSE
JDS Uniphase Corporation	JDSU	0.2500	NASDAQ
Johnson & Johnson	JNJ	4.0000	NYSE
LSI Corporation	LSI	0.2379	NYSE
Medco Health Solutions, Inc.	MHS	0.7236	NYSE
Merck & Co., Inc.	MRK	3.0000	NYSE
Microsoft Corporation	MSFT	6.0000	NASDAQ
Morgan Stanley	MS	2.0000	NYSE
Nippon Telegraph and Telephone Corporation *	NTT	3.0000	NYSE
Nokia Corp. *	NOK	4.0000	NYSE
Novartis AG *	NVS	5.0000	NYSE
Oracle Corporation	ORCL	4.0000	NASDAQ
Pfizer Inc.	PFE	4.0000	NYSE
Qwest Communications International Inc.	Q	4.0000	NYSE
Sony Corporation*	SNE	2.0000	NYSE
Sun Microsystems, Inc.	JAVA	1.0000	NASDAQ
Syngenta AG	SYT	1.0386	NYSE
Texas Instruments Incorporated	TXN	3.0000	NYSE
The Coca-Cola Company	KO	3.0000	NYSE
The Travelers Companies	TRV	0.1716	NYSE
Time Warner Inc.	TWX	6.0000	NYSE
TOTAL S.A. *	TOT	4.0000	NYSE
Toyota Motor Corporation *	TM	2.0000	NYSE
Verizon Communications, Inc.	VZ	4.0000	NYSE
Viacom Inc. Class B	VIA.B	1.5000	NYSE
Vodafone Group Public Limited Company*	VOD	4.3750	NYSE
Wal-Mart Stores, Inc.	WMT	4.0000	NYSE
Zimmer Holdings, Inc.	ZMH	0.3000	NYSE

*The securities of this non-U.S. company trade in the United States as American depositary receipts.

(1) Effective November 21, 2008, Idearc Inc., a component of the Market 2000+ HOLDRS Trust, was delisted from trading on NYSE. Idearc Inc. was distributed by The Bank of New York Mellon at a rate of 0.002 Idearc Inc. shares per Market 2000+ HOLDRS. The record date of the distribution was December 5, 2008 and the payment date was December 9, 2008. In addition, Idearc Inc. will no longer be a component of the Market 2000+ HOLDRS Trust.

(2) Effective January 14, 2009, Nortel Networks Corp. (NT) was suspended from trading by the NYSE due to its filing for bankruptcy protection. Effective January 15, 2009, NT was deleted from the index at its last price of $0.32. In addition, $0.064 in cash will be held in the index until distributed by the Bank of New York Mellon on ex-date January 21, 2009.

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:

	·	through an in-kind deposit of the required number of shares of securities of the underlying issuers with the trustee; or

	·	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 Mellon 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 Mellon 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 Mellon, 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.

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 Securities Exchange Act of 1934, as amended (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.

	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 Exchange Act, 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 U.S. Securities Exchange Commission (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

	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 NYSE Arca 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.

U.S. federal income tax consequences	The U.S. 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 U.S. federal tax consequences separate from the tax consequences associated with ownership of the underlying securities.

Listing	The Market 2000+ HOLDRS are listed on the NYSE Arca under the symbol “MKH.”

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.”

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 Mellon 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 Exchange Act.

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 book-entry form. Owners of Market 2000+ HOLDRS may 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.

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.” The underlying securities may change as a result of a reconstitution event, a distribution of securities by an underlying issuer or other event.

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.”

The following table and graph set forth the composite performance of all 54 of the currently underlying securities represented by a single Market 2000+ HOLDR, measured at the close of each month from January 30, 1998 to February 27, 2009. The performance table and graph data are adjusted for any splits that may have occurred over the measurement period. Past performance of the underlying securities are not necessarily indicative of future values.

1998	Closing Price		1999	Closing Price		2000	Closing Price		2001	Closing Price
January 30		42.77	January 29		65.25	January 31		81.84	January 31		73.13
February 27		45.26	February 26		63.51	February 29		83.44	February 28		64.37
March 31		47.44	March 31		66.61	March 31		90.09	March 30		60.77
April 30		48.62	April 30		67.53	April 28		85.97	April 30		65.63
May 29		47.36	May 28		65.18	May 31		81.34	May 31		64.20
June 30		50.75	June 30		69.61	June 30		86.24	June 29		61.75
July 31		51.51	July 30		67.96	July 31		83.01	July 31		61.23
August 31		44.95	August 31		68.03	August 31		85.11	August 31		55.98
September 30		48.58	September 30		68.82	September 29		80.00	September 28		53.66
October 30		52.26	October 29		75.13	October 31		79.91	October 31		53.95
November 30		55.78	November 30		79.95	November 30		72.63	November 30		56.70
December 31		60.65	December 31		87.33	December 29		70.56	December 31		56.46

2002	Closing Price		2003	Closing Price		2004	Closing Price		2005	Closing Price
January 31		54.47	January 31		41.00	January 30		51.50	January 31		50.71
February 28		53.89	February 28		39.74	February 27		51.65	February 28		52.07
March 28		54.83	March 31		40.15	March 31		50.52	March 31		50.77
April 30		49.87	April 30		43.48	April 30		50.02	April 29		50.12
May 31		49.32	May 30		45.22	May 28		50.09	May 31		50.74
June 28		45.88	June 30		45.74	June 30		50.45	June 30		50.40
July 31		42.40	July 31		45.37	July 30		49.08	July 29		51.92
August 30		42.23	August 29		45.59	August 31		49.05	August 31		51.60
September 30		37.63	September 30		45.63	September 30		48.86	September 30		52.14
October 31		42.53	October 31		47.69	October 29		49.56	October 31		51.02
November 29		45.34	November 28		47.88	November 30		50.78	November 30		51.71
December 31		42.28	December 31		50.83	December 31		52.49	December 30		51.70

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January 31		53.05	January 31		62.06	January 31		59.79	January 30		39.93
February 28		52.48	February 28		60.18	February 29		57.43	February 27		36.61
March 31		53.87	March 30		60.57	March 31		56.90
April 28		54.68	April 30		63.32	April 30		59.28
May 31		53.20	May 31		64.87	May 30		59.82
June 30		53.38	June 29		65.25	June 30		55.65
July 31		54.54	July 31		63.24	July 31		55.02
August 31		55.89	August 31		63.89	August 29		54.90
September 29		57.01	September 28		65.93	September 30		49.96
October 31		59.01	October 31		66.89	October 31		44.23
November 30		59.47	November 30		64.08	November 28		42.37
December 29		61.30	December 31		63.80	December 31		43.79

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 Mellon, 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, as described below.

The trustee. The Bank of New York Mellon serves as trustee for Market 2000+ HOLDRS. On July 1, 2007, the Bank of New York Company, Inc. and Mellon Financial Corporation merged into The Bank of New York Mellon Corporation or The Bank of New York Mellon. The Bank of New York Mellon, a New York state-chartered banking organization, is a provider of financial services for institutions, corporations and high net-worth individuals, providing asset and wealth management, asset servicing, issuer services, clearing and execution services and treasury services.

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. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights will be distributed to you through the trustee, if practicable, and if the rights and the securities that those rights relate to are exempt from registration or are registered under the Securities Act of 1933, as amended (the “Securities Act”). Otherwise, if practicable, the rights will be disposed of and the net proceeds distributed to you by the trustee. In all other cases, the rights will lapse.

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.

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 from Market 2000+ HOLDRS to you in the following four circumstances:

If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Exchange Act, 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.

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.

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 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 any other case, the additional securities received as consideration will be deposited into the trust.

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.

Termination of the trust. The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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 NYSE Arca 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 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 is charged by your broker, whether it be Merrill Lynch, Pierce, Fenner & Smith Incorporated or another broker, in addition to the issuance fee described above.

Custody fees. The Bank of New York Mellon, 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 Mellon, ADR Division, 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 will be liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee was not negligent in ascertaining the relevant facts.

U.S. FEDERAL INCOME TAX CONSEQUENCES

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 receipt holders. A “U.S. receipt holder” is a receipt holder that is:

an individual who is a citizen or resident of the United States;

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, any state thereof or the District of Columbia;

an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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 “non-U.S. receipt holder” is a receipt holder that is an individual, a corporation, an estate or a trust that is neither a U.S. receipt holder nor a partnership (or entity treated as a partnership) for U.S. federal income tax purposes.

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, U.S. receipt holders that directly or indirectly own 10% or more of the voting stock of an issuer of the underlying securities, 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 transaction, straddle or hedging or other integrated transaction, certain former citizens and residents of the United States and persons subject to U.S. estate, gift or 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 Market 2000+ HOLDRS held by a partnership or other flow through entity for U.S. federal income tax purposes. 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 U.S. 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 U.S. receipt 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 U.S. receipt 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, which are currently scheduled to expire on December 31, 2010. Qualified dividend 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 U.S. receipt 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 dividends-received deduction in respect of dividends received from domestic corporations.

A U.S. 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 U.S. receipt holder sells Market 2000+ HOLDRS, 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 U.S. receipt 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 U.S. 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 U.S. 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 U.S. receipt holder’s holding period with respect to the distributed securities will include the period that the U.S. receipt 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 U.S. receipt holder includes this fee in its tax basis in the underlying securities. A U.S. receipt 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 U.S. receipt 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 U.S. receipt holder’s investment in the underlying securities and may be deductible. If a U.S. receipt 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 generally will not be eligible for the dividends-received deduction provided to corporations.

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 the preferential rates for dividends mentioned above. A qualified foreign corporation includes:

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;

a foreign corporation if the stock to which the dividend is paid is readily tradable on an established market in the United States (which includes the NYSE Arca); and

a corporation that is incorporated in a possession of the United States;

but will not include a passive foreign investment company (a “PFIC”).

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 income tax withheld on dividends may be deducted from taxable income (provided the U.S. receipt holder does not elect to claim a credit for any foreign income taxes paid or accrued during that taxable year) or credited against a U.S. receipt holder’s U.S. federal income tax liability. The limitation on foreign income 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 category 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. Accordingly, if any foreign income taxes are withheld upon the sale of an underlying security of a foreign issuer, the availability of foreign tax credits with respect to such taxes may be limited unless the U.S. receipt holder has other foreign-source income. 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, U.S. receipt 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 U.S. receipt holders of Market 2000+ HOLDRS may have to apply independently to a foreign tax authority for a refund of withheld taxes.

Furthermore, special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC. At the time the Market 2000+ HOLDRS were originally issued, the Initial Depositor was not aware that any of the foreign issuers of the underlying securities was a PFIC. The Initial Depositor and the trustee do not undertake to review, periodically or otherwise, or make inquiries regarding the PFIC status of the underlying issuers or to notify the U.S. receipt holders of such status, and no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner that affects the PFIC determination. 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:

at least 75% of its gross income is “passive income;” or

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, among other things, 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 may be able to make one of certain elections (to the extent available under specific rules and, if applicable, the underlying issuer provides certain requisite information) including an election to be taxed currently on its pro rata portion of the corporation’s income. If such an election were made, a U.S. receipt holder would be required to include its pro rata share of the corporation’s income, whether or not the income was distributed in the form of dividends or otherwise.

We recommend that U.S. receipt holders consult their independent tax advisors regarding the application of the PFIC rules to their purchase, ownership and disposition of the Market 2000+ HOLDRS, including the advisability and feasibility of making any elections thereunder.

U.S. receipt holders also would be required to file IRS Form 8621 in any year in which at least one of the underlying issuers is classified as a PFIC.

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 non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder, then those dividends will be exempt from withholding tax, provided the non-U.S. receipt holder complies with applicable certification 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 non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt 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, where a tax treaty applies, dividends attributable to a U.S. permanent establishment generally will be subject to U.S. federal income taxation on a net income basis at the same graduated rates applicable to U.S. persons. In addition to this graduated tax, effectively connected dividends or, where a tax treaty applies, dividends attributable to a U.S. 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 effectively connected or attributable to a U.S. permanent establishment may 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 (the “IRS”).

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:

in the case of any gain realized by an individual non-U.S. receipt holder, the non-U.S. receipt 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;

that gain is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder; or

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 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.

A non-U.S. receipt holder described in the first bullet point above will be subject to U.S. federal income tax with respect to such gain at a rate of 30% (or lower applicable treaty rate), which gain may be offset by certain losses. A non-U.S. receipt holder described in the second or third bullet points above will be subject to U.S. federal income tax with respect to such gain on a net income basis at the applicable graduated individual or corporate rates (and, in the case of a corporate non-U.S. receipt holder, may also be subject to a 30% branch profits tax, subject to reduction by an applicable income tax treaty).

Backup withholding and information reporting

Information returns will be filed with the IRS in connection with dividend payments made with respect to the underlying securities, or the proceeds of the sale or other disposition of the Market 2000+ HOLDRS (or the underlying securities). If you are a U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you are an exempt holder (such as a corporation or tax exempt entity) or 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 to the IRS 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 IRS 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.

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 terms 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 some 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 some 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 some 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 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.

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 Internet 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 Exchange Act.

Since the securities of the issuers of the underlying securities are registered under the Exchange Act, 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 may be 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 also be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information.

The trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 other securities of the issuers of the underlying securities. The information in this prospectus regarding the issuers of the underlying securities has been derived from the publicly available documents described in the preceding paragraph. We have not participated in the preparation of these documents or 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.

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 2004, 2005, 2006, 2007 and 2008, through February 27, 2009. 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. The historical prices of the underlying securities should not be taken as an indication of future performance.

ALCATEL-LUCENT (ALU)

Alcatel-Lucent provides solutions that enable service providers, enterprises, and governments to deliver voice, data, and video communication services to end-users worldwide. The company operates in three segments: Carrier, Enterprise, and Services. The Carrier segment comprises the Wireline, Wireless, and Convergence business groups. The Wireline group offers core networks access networks facilitating the delivery of voice, data, and video services. The Wireless group serves the needs of wireless carriers and provides a range of mobile communications, as well as nascent technologies. The Convergence Business group offers a product portfolio, which supports voice, multimedia, entertainment, and converged services. The Enterprise segment develops secure and end-to-end business critical communications products and IP networking products. The Services segment provides network integration and other professional services, network operations services, and maintenance services. American depositary receipts evidencing American depositary shares of Alcatel are traded on the New York Stock Exchange. Shares of Alcatel also trade on the Paris, Amsterdam, Basel, Brussels, Frankfurt, Geneva, Tokyo and Zurich Stock Exchanges, as well as through the European Association of Securities Dealers Automated Quotation System.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		16.75	January		14.32	January		13.40	January		13.00	January		6.33	January		1.97
February		16.19	February		12.99	February		13.50	February		12.81	February		5.87	February		1.31
March		15.85	March		12.07	March		15.40	March		11.82	March		5.76
April		14.66	April		10.76	April		14.42	April		13.25	April		6.67
May		14.41	May		10.92	May		13.27	May		13.72	May		7.51
June		15.49	June		10.91	June		12.61	June		14.00	June		6.04
July		12.94	July		12.20	July		11.28	July		11.60	July		6.01
August		11.73	August		11.67	August		12.53	August		10.95	August		6.18
September		11.73	September		13.42	September		12.18	September		10.18	September		3.84
October		14.61	October		11.74	October		12.70	October		9.69	October		2.57
November		15.54	November		12.34	November		13.28	November		8.10	November		2.14
December		15.63	December		12.40	December		14.22	December		7.32	December		2.15

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		69.45	January		66.29	January		65.46	January		68.45	January		54.97	January		1.28
February		74.00	February		66.80	February		66.36	February		67.11	February		46.86	February		0.42
March		71.35	March		55.41	March		66.09	March		67.22	March		43.25
April		71.65	April		50.85	April		65.25	April		69.91	April		46.20
May		73.30	May		55.55	May		60.80	May		72.34	May		36.00
June		71.28	June		58.10	June		59.05	June		70.03	June		26.46
July		70.65	July		60.20	July		60.67	July		64.18	July		26.05
August		71.24	August		59.20	August		63.82	August		66.00	August		21.49
September		67.99	September		61.96	September		66.26	September		67.65	September		3.33
October		60.71	October		64.80	October		67.17	October		63.12	October		1.91
November		63.35	November		67.14	November		70.32	November		58.13	November		2.01
December		65.67	December		68.23	December		71.66	December		58.30	December		1.57

ASTRAZENECA PLC (AZN)

AstraZeneca PLC discovers, develops, manufactures, and markets prescription pharmaceuticals in the areas of cardiovascular, gastrointestinal, neuroscience, oncology, respiratory and inflammation and infection worldwide. The company sells its products primarily under the brand names of Pulmicort, Zoladex, Seloken/Toprol-XL, Diprivan and Merrem. AstraZeneca also engages in the research, development, manufacture, and marketing of medical devices and implants for use in healthcare primarily in urology, surgery and odontology. In addition, it develops and manages out-patient cancer centers primarily in the United States. The company markets its products to primary care and specialist physicians, as well as to other healthcare professionals, governments and healthcare buying groups through sales and marketing network, local marketing companies, distributors, or local representative offices. It also has strategic alliances and corroborations with various other companies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		48.27	January		37.60	January		48.64	January		55.95	January		42.10	January		38.53
February		48.62	February		39.74	February		46.25	February		56.13	February		37.63	February		31.59
March		46.73	March		39.53	March		50.23	March		53.65	March		37.99
April		47.85	April		43.95	April		55.13	April		54.31	April		41.98
May		46.90	May		42.52	May		52.94	May		53.18	May		43.69
June		45.64	June		41.26	June		59.82	June		53.48	June		42.53
July		44.92	July		45.44	July		61.03	July		51.83	July		48.55
August		46.53	August		46.12	August		65.14	August		49.20	August		48.70
September		41.13	September		47.10	September		62.50	September		50.07	September		43.88
October		41.20	October		44.90	October		58.70	October		49.10	October		42.46
November		39.39	November		46.05	November		57.89	November		47.38	November		37.73
December		36.39	December		48.60	December		53.55	December		42.82	December		41.03

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		25.50	January		23.76	January		25.95	January		37.63	January		38.49	January		24.62
February		24.01	February		24.06	February		27.59	February		36.80	February		34.83	February		23.77
March		24.54	March		23.69	March		27.04	March		39.43	March		38.30
April		24.90	April		23.80	April		26.21	April		38.72	April		38.71
May		23.70	May		23.38	May		26.06	May		41.34	May		39.90
June		24.25	June		23.75	June		27.89	June		41.50	June		33.69
July		25.34	July		24.45	July		29.99	July		39.16	July		30.81
August		25.79	August		24.08	August		31.13	August		39.87	August		31.99
September		25.95	September		23.97	September		32.56	September		42.31	September		27.92
October		25.26	October		23.85	October		34.25	October		41.79	October		26.77
November		25.17	November		24.91	November		33.91	November		38.21	November		28.56
December		25.77	December		24.49	December		35.75	December		41.56	December		28.50

BP P.L.C. (BP)

BP p.l.c. provides fuel for transportation, energy for heat and light, retail services and petrochemicals products. The company operates in three segments: Exploration and Production, Refining and Marketing and Gas, Power and Renewables. The Exploration and Production segment engages in the oil and natural gas exploration, development and production. The Refining and Marketing segment engages in the supply and trading, refining, marketing, and transportation of crude oil, petroleum and chemical products to wholesale and retail customers. The Gas, Power, and Renewables segment involves marketing and trading gas and power, marketing liquefied natural gas (LNG), and the processing, fractionating and marketing of ethane, propane, butanes, and pentanes extracted from natural gas and low-carbon power generation. The company operates in Europe, the United States, Canada, Russia, South America, Australasia, Asia and Africa. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		47.60	January		59.62	January		72.31	January		63.51	January		63.95	January		42.47
February		49.20	February		64.92	February		66.42	February		61.54	February		64.87	February		38.36
March		51.20	March		62.40	March		68.94	March		64.75	March		60.65
April		52.90	April		60.90	April		73.72	April		67.32	April		72.79
May		53.00	May		60.20	May		70.70	May		67.01	May		72.51
June		53.57	June		62.38	June		69.61	June		72.14	June		69.57
July		56.36	July		65.88	July		72.52	July		69.40	July		61.44
August		53.70	August		68.38	August		68.05	August		67.36	August		57.63
September		57.53	September		70.85	September		65.58	September		69.35	September		50.17
October		58.25	October		66.40	October		67.10	October		77.99	October		49.70
November		61.35	November		65.84	November		68.08	November		72.74	November		48.69
December		58.40	December		64.22	December		67.10	December		73.17	December		46.74

A-3

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		28.05	January		23.44	January		22.79	January		28.79	January		23.02	January		21.41
February		27.82	February		25.03	February		23.10	February		26.38	February		22.61	February		18.41
March		24.23	March		25.46	March		24.61	March		27.76	March		21.30
April		25.10	April		26.00	April		25.38	April		28.86	April		21.97
May		25.27	May		25.36	May		24.55	May		30.31	May		22.79
June		24.50	June		24.98	June		25.86	June		31.56	June		20.53
July		22.90	July		24.98	July		23.97	July		28.41	July		21.12
August		23.73	August		24.47	August		21.75	August		29.15	August		21.34
September		23.67	September		24.06	September		24.92	September		28.82	September		20.85
October		23.43	October		21.17	October		24.75	October		29.99	October		20.55
November		23.50	November		21.59	November		24.83	November		29.63	November		20.70
December		25.62	December		22.98	December		26.32	December		26.52	December		23.25

BROCADE COMMUNICATIONS SYSTEMS, INC. (BRCD)

Brocade Communications Systems, Inc., through its subsidiaries, engages in the design, development, marketing, sale, and support of data storage networking and data management solutions. It offers storage networking switches, which provide bandwidth and high-speed routing of data, port switches, including fixed-port services, modular chassis, and embedded blades, and support key applications, such as data backup, remote mirroring, and clustering, as well as provides transaction processing applications that consist of enterprise resource planning and data warehousing. The company also offers fabric operating system that provides the infrastructure for deploying storage area networks (SANs), as well as provides management tools that enable end-users to manage and administer its SANs. In addition, it provides application infrastructure solutions, which comprise software and/or systems that are connected to a customer’s shared storage environment to provide new capabilities for the customer that extend and complement the customer’s storage network. Brocade Communications Systems markets its products through various distribution partners, including original equipment manufacturer partners, value-added distributors and resellers, and systems integrators worldwide.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		6.40	January		6.20	January		4.60	January		8.59	January		6.89	January		3.81
February		6.96	February		6.20	February		5.27	February		9.01	February		7.69	February		2.78
March		6.64	March		5.92	March		6.68	March		9.52	March		7.30
April		5.35	April		4.35	April		6.16	April		9.77	April		7.16
May		5.95	May		3.92	May		6.11	May		9.19	May		8.06
June		5.98	June		3.88	June		6.14	June		7.82	June		8.24
July		4.82	July		4.48	July		6.26	July		7.04	July		6.75
August		4.93	August		4.01	August		6.21	August		7.00	August		7.42
September		5.65	September		4.08	September		7.06	September		8.56	September		5.82
October		6.79	October		3.72	October		8.11	October		9.51	October		3.77
November		6.93	November		4.37	November		9.25	November		7.29	November		3.22
December		7.64	December		4.07	December		8.21	December		7.34	December		2.83

A-4

BT GROUP PLC (BT)

BT Group plc 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		32.40	January		39.61	January		36.75	January		61.04	January		51.85	January		15.24
February		33.66	February		40.27	February		36.23	February		58.08	February		45.27	February		12.79
March		33.39	March		38.94	March		38.82	March		60.01	March		43.10
April		32.09	April		38.52	April		40.03	April		62.95	April		44.14
May		34.08	May		39.25	May		44.36	May		65.35	May		44.01
June		36.60	June		41.60	June		44.29	June		66.58	June		39.73
July		34.64	July		40.50	July		44.42	July		63.58	July		33.12
August		33.20	August		39.11	August		47.06	August		63.76	August		31.30
September		32.95	September		39.64	September		50.57	September		62.83	September		29.01
October		34.47	October		37.81	October		53.52	October		68.09	October		18.90
November		37.27	November		37.09	November		56.12	November		58.87	November		20.71
December		39.53	December		38.38	December		59.89	December		53.92	December		19.98

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		29.73	January		27.55	January		26.13	January		31.17	January		25.20	January		5.72
February		28.37	February		25.75	February		24.46	February		30.37	February		22.82	February		4.27
March		28.93	March		25.70	March		23.98	March		30.59	March		22.08
April		28.51	April		25.54	April		25.47	April		31.77	April		23.07
May		27.21	May		25.30	May		25.91	May		33.26	May		21.58
June		26.35	June		23.62	June		27.05	June		33.32	June		19.49
July		24.78	July		24.71	July		27.43	July		31.72	July		16.36
August		24.57	August		25.08	August		28.55	August		31.51	August		16.18
September		24.76	September		24.35	September		28.17	September		31.50	September		14.58
October		26.92	October		22.85	October		28.94	October		28.70	October		9.71
November		25.60	November		24.64	November		29.75	November		27.43	November		6.66
December		26.85	December		24.05	December		31.18	December		27.25	December		8.19

A-5

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		25.71	January		18.04	January		18.57	January		26.62	January		24.50	January		14.97
February		23.16	February		17.42	February		20.24	February		25.94	February		24.39	February		14.57
March		23.57	March		17.89	March		21.67	March		25.53	March		24.09
April		20.91	April		17.27	April		20.95	April		26.74	April		25.64
May		22.37	May		19.40	May		19.68	May		26.92	May		26.72
June		23.70	June		19.08	June		19.53	June		27.85	June		23.26
July		20.92	July		19.15	July		17.88	July		28.91	July		21.99
August		18.76	August		17.62	August		21.99	August		31.92	August		24.05
September		18.10	September		17.92	September		22.98	September		33.13	September		22.56
October		19.21	October		17.45	October		24.13	October		33.06	October		17.77
November		18.75	November		17.54	November		26.91	November		28.02	November		16.54
December		19.32	December		17.12	December		27.33	December		27.07	December		16.30

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		49.48	January		49.05	January		46.58	January		55.13	January		28.17	January		3.55
February		50.26	February		47.72	February		46.37	February		50.37	February		23.71	February		1.50
March		51.70	March		44.94	March		47.23	March		51.34	March		21.42
April		48.09	April		46.96	April		49.95	April		53.62	April		25.27
May		46.43	May		47.11	May		49.30	May		54.49	May		21.89
June		46.50	June		46.23	June		48.25	June		51.29	June		16.76
July		44.09	July		43.50	July		48.31	July		46.57	July		18.69
August		46.58	August		43.77	August		49.35	August		46.88	August		18.99
September		44.12	September		45.52	September		49.67	September		46.67	September		20.51
October		44.37	October		45.78	October		50.16	October		41.90	October		13.65
November		44.75	November		48.55	November		49.59	November		33.30	November		8.29
December		48.18	December		48.53	December		55.70	December		29.44	December		6.71

A-6

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		49.24	January		41.49	January		41.38	January		47.88	January		59.00	January		42.72
February		49.96	February		42.80	February		41.97	February		46.68	February		58.46	February		40.85
March		50.30	March		41.67	March		41.87	March		48.00	March		60.87
April		50.57	April		43.44	April		41.96	April		52.19	April		58.87
May		51.35	May		44.63	May		44.03	May		52.99	May		57.26
June		50.48	June		41.75	June		43.02	June		52.31	June		51.98
July		43.86	July		43.76	July		44.50	July		52.11	July		51.50
August		44.71	August		44.00	August		44.81	August		53.78	August		52.07
September		40.05	September		43.19	September		44.68	September		57.47	September		52.88
October		40.66	October		42.78	October		46.72	October		61.76	October		44.06
November		39.31	November		42.69	November		46.83	November		62.10	November		46.87
December		41.64	December		40.31	December		48.25	December		61.37	December		45.27

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		22.73	January		21.46	January		18.55	January		29.57	January		18.16	January		14.65
February		19.97	February		21.64	February		17.89	February		25.72	February		19.54	February		13.06
March		19.17	March		22.52	March		17.44	March		25.95	March		19.34
April		20.11	April		21.40	April		20.63	April		26.66	April		20.55
May		19.30	May		21.47	May		21.42	May		27.41	May		22.50
June		18.73	June		20.45	June		21.83	June		28.12	June		18.97
July		18.27	July		20.49	July		22.92	July		26.27	July		20.62
August		18.78	August		20.49	August		23.36	August		26.09	August		21.18
September		18.83	September		19.59	September		24.60	September		24.18	September		19.63
October		19.67	October		18.54	October		27.11	October		21.05	October		15.76
November		20.03	November		17.60	November		26.97	November		20.54	November		17.34
December		22.19	December		17.28	December		28.22	December		18.26	December		16.88

A-7

DELL INC. (DELL)

Dell Inc. engage in the design, development, manufacture, marketing, sale and support of various computer systems and services to customers worldwide. The company’s products and services enable customers to build their information technology and Internet infrastructures. It offers various products, including desktop computer systems and workstations, mobility products, such as notebook computers, mobile workstations, MP3 players, and handhelds, software and peripherals, servers and networking products and storage devices. Dell also provides various services, which comprise assessment, design, and implementation services, deployment services, asset recovery and recycling services, training services, enterprise support services, client support services and managed lifecycle services. Further, it offers various financing alternatives, asset management services, and other customer financial services for business and consumer customers in the United States, through Dell Financial Services L.P., a joint venture between the company and CIT Group, Inc. The company sells its products directly to large corporate, government, healthcare and education accounts, as well as small-to-medium businesses and individual consumers.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		33.44	January		41.76	January		29.31	January		24.22	January		20.04	January		9.50
February		32.65	February		40.09	February		29.00	February		22.85	February		19.90	February		8.53
March		33.62	March		38.42	March		29.76	March		23.21	March		19.92
April		34.78	April		34.83	April		26.20	April		25.21	April		18.63
May		35.24	May		39.93	May		25.38	May		26.91	May		23.06
June		35.82	June		39.46	June		24.46	June		28.55	June		21.88
July		35.47	July		40.47	July		21.68	July		27.97	July		24.57
August		34.84	August		35.60	August		22.55	August		28.25	August		21.73
September		35.60	September		34.20	September		22.84	September		27.60	September		16.48
October		35.06	October		31.88	October		24.33	October		30.60	October		12.20
November		40.52	November		30.15	November		27.24	November		24.54	November		11.17
December		42.14	December		29.95	December		25.09	December		24.51	December		10.24

A-8

DEUTSCHE TELEKOM AG (DT)

Deutsche Telekom AG provides telecommunications and information technology services. It operates in three segments: Broadband/Fixed Network, Mobile Communications and Business Customers. The Broadband/Fixed Network segment offers various network communications services consisting of network access products and calling services. The Mobile Communications segment comprises the activities of T-Mobile division. The Business Customers segment includes the activities of T-Systems division that provides information and communications technology services to German and international companies, non-profit organizations and governmental agencies. The T-Systems division offers, among other things, information and communications technology solution consulting, software and platform development, migration services, systems integration and application management. Deutsche Telekom has operations primarily in Europe and North America. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		19.90	January		21.63	January		15.85	January		17.61	January		20.51	January		12.04
February		19.67	February		20.87	February		15.79	February		17.96	February		18.89	February		11.99
March		18.04	March		19.96	March		16.82	March		16.53	March		16.58
April		17.08	April		18.79	April		18.01	April		18.36	April		17.85
May		16.84	May		18.65	May		16.25	May		18.54	May		16.71
June		17.71	June		18.42	June		16.04	June		18.41	June		16.37
July		16.67	July		19.78	July		15.52	July		17.18	July		17.26
August		17.53	August		19.08	August		14.64	August		18.60	August		16.47
September		18.66	September		18.24	September		15.87	September		19.63	September		15.23
October		19.27	October		17.70	October		17.40	October		20.54	October		14.85
November		21.22	November		16.59	November		17.80	November		22.05	November		13.74
December		22.68	December		16.63	December		18.20	December		21.67	December		15.30

DISCOVER FINANCIAL SERVICES (DFS)

Discover Financial Services issues credit cards under the Discover Card brand name. The company offers classic, platinum, gold, titanium, and club cards. Additionally, it provides personal and home loans, cash access, and electronic funds transfer services. Discover Financial Services is headquartered in Riverwoods and Discover Financial Services LLC operates as a subsidiary of Morgan Stanley.

2004

Closing

Price

2005

Closing

Price

2006

Closing

Price

2007

Closing
Price

2008

Closing

Price

2009

Closing
Price

January

17.49

January

7.15

February

15.09

February

5.73

March

16.37

April

18.21

May

17.15

June

28.50

June

13.17

July

23.05

July

14.65

August

23.14

August

16.45

September

20.80

September

13.82

October

19.30

October

12.25

November

17.37

November

10.23

December

15.08

December

9.53

A-9

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		68.04	January		54.24	January		56.62	January		54.12	January		51.39	January		36.82
February		73.94	February		56.00	February		55.62	February		52.59	February		50.02	February		29.38
March		66.90	March		52.10	March		55.30	March		53.71	March		51.59
April		73.81	April		58.47	April		52.92	April		59.13	April		48.14
May		73.67	May		58.30	May		51.64	May		58.62	May		48.14
June		69.91	June		55.71	June		55.27	June		55.88	June		46.16
July		63.72	July		56.32	July		56.77	July		54.09	July		47.11
August		63.45	August		55.02	August		55.93	August		57.35	August		46.65
September		60.05	September		53.52	September		57.00	September		56.93	September		44.03
October		54.91	October		49.79	October		56.01	October		54.15	October		33.82
November		53.33	November		50.50	November		53.59	November		52.95	November		34.15
December		56.75	December		56.59	December		52.10	December		53.39	December		40.27

EMC CORPORATION (EMC)

EMC Corporation engages in the development, delivery and support of information infrastructure technologies and solutions worldwide. Its Information Storage segment offers networked information storage systems to be deployed in a storage area network, networked attached storage, content addressed storage, or direct attached storage environment. It also provides platform-based software that controls and enables functions, such as replication, optimization, and data movement, multi-platform software to store, protect, optimize, and leverage their information in complex IT environments and consulting, assessment, implementation, integration and operations management, support, maintenance, education, and training services. The company’s Content Management and Archiving segment offers content management software to optimize business processes and its VMware Virtual Infrastructure segment offers virtual infrastructure solutions and services used by enterprises for server consolidation and containment, disaster recovery and business continuity, capacity planning and development, enterprise desktop hosting, test optimization and software distribution.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		14.04	January		13.10	January		13.40	January		13.99	January		15.83	January		11.04
February		14.32	February		12.66	February		14.02	February		13.96	February		15.54	February		10.50
March		13.61	March		12.32	March		13.63	March		13.85	March		14.34
April		11.16	April		13.12	April		13.51	April		15.18	April		15.40
May		11.24	May		14.06	May		12.80	May		16.89	May		17.44
June		11.40	June		13.71	June		10.97	June		18.10	June		14.69
July		10.97	July		13.69	July		10.15	July		18.51	July		15.01
August		10.77	August		12.86	August		11.65	August		19.66	August		15.28
September		11.54	September		12.94	September		11.98	September		20.80	September		11.96
October		12.87	October		13.96	October		12.25	October		25.39	October		11.78
November		13.42	November		13.93	November		13.11	November		19.27	November		10.57
December		14.87	December		13.62	December		13.20	December		18.53	December		10.47

A-10

LM ERICSSON TELEPHONE COMPANY (ERIC)

LM Ericsson Telephone Company and its subsidiaries provide communications networks, related services, and handset technology platforms for mobile and fixed network operators worldwide. The company operates through three segments, Mobile Networks, Fixed Networks, and Professional Services. The Mobile Networks segment provides mobile systems solutions to network operators, including radio base stations, base station and radio network controllers, mobile switching centers, and application nodes. The Fixed Networks segment supplies broadband communications equipment and services to fixed network operators in Latin America and Europe. The Professional Services segment provides consulting, education, systems integration, and managed services, as well as customer support services to the telecommunication industry. The company operates in the United States, Canada, Europe, the Asia Pacific, Latin America, Africa, and the Middle East. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		11.51	January		14.67	January		18.24	January		19.90	January		11.36	January		7.99
February		14.51	February		14.66	February		17.05	February		17.88	February		10.75	February		8.16
March		13.88	March		14.10	March		18.86	March		18.55	March		9.83
April		13.34	April		14.73	April		17.74	April		19.09	April		12.61
May		14.00	May		15.72	May		16.02	May		18.99	May		13.52
June		14.95	June		15.98	June		16.52	June		19.95	June		10.40
July		13.36	July		17.18	July		15.74	July		18.71	July		10.48
August		13.52	August		17.46	August		16.70	August		18.61	August		11.42
September		15.62	September		18.42	September		17.24	September		19.90	September		9.43
October		14.46	October		16.40	October		18.91	October		15.03	October		7.07
November		16.63	November		16.29	November		19.44	November		12.23	November		7.12
December		15.75	December		17.20	December		20.12	December		11.68	December		7.81

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		40.79	January		51.60	January		62.75	January		74.10	January		86.40	January		76.48
February		42.17	February		63.31	February		59.37	February		71.68	February		87.01	February		67.90
March		41.59	March		59.60	March		60.86	March		75.45	March		84.58
April		42.55	April		57.03	April		63.08	April		79.38	April		93.07
May		43.25	May		56.20	May		60.91	May		83.17	May		88.76
June		44.41	June		57.47	June		61.35	June		83.88	June		88.13
July		46.30	July		58.75	July		67.74	July		85.13	July		80.43
August		46.10	August		59.90	August		67.67	August		85.73	August		80.01
September		48.33	September		63.54	September		67.10	September		92.56	September		77.66
October		49.22	October		56.14	October		71.42	October		91.99	October		74.12
November		51.25	November		58.03	November		76.81	November		89.16	November		80.15
December		51.26	December		56.17	December		76.63	December		93.69	December		79.83

A-11

FAIRPOINT COMMUNICATIONS, INC. (FRP)

FairPoint Communications, Inc. provides communication services to residential and business customers in rural and small urban communities in the United States. It owns and operates local exchanges that offer local and long distance voice, data, Internet, television, broadband services. As of March 31, 2008, the company operated approximately 1.9 million access line equivalents, including access lines and high-speed data lines, which comprise digital subscriber line, fiber-to-the-premises, wireless broadband, and cable modem. It also provides other services, including cable television and video-over-DSL, public coin telephone, billing and collection, directory services. In addition, the company sells and maintains customer premise equipment. FairPoint Communications is based in Charlotte, North Carolina.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		*	January	*		January		11.77	January		20.26	January		10.64	January		2.73
February		*	February		17.40	February		14.07	February		19.10	February		9.84	February		1.97
March		*	March		14.97	March		13.82	March		19.21	March		9.02
April		*	April		14.68	April		13.27	April		18.76	April		9.21
May		*	May		15.57	May		13.48	May		18.00	May		9.00
June		*	June		16.15	June		14.40	June		17.75	June		7.21
July		*	July		16.40	July		14.81	July		15.46	July		6.94
August		*	August		16.07	August		16.35	August		16.73	August		8.85
September		*	September		14.63	September		17.40	September		18.86	September		8.67
October		*	October		13.67	October		18.02	October		18.49	October		3.98
November		*	November		11.95	November		18.47	November		14.92	November		3.50
December		*	December		10.36	December		18.95	December		13.02	December		3.28

FRANCE TELECOM (FTE)

France Telecom provides fixed telephony and mobile telecommunications, data transmission, Internet, and multimedia services to consumers, businesses, and other telecommunications operators in France, the United Kingdom, Spain, Poland, and internationally. It operates through three segments: Personal Communication Services (PCS), Home Communication Services (HCS), and Enterprise Communication Services (ECS). The PCS segment provides mobile telecommunications services focusing primarily on the transmission of voice and data over digital networks using the GSM standard, as well as mobile broadband and UMTS services. The HCS segment offers fixed telecommunications services, including fixed-line telephony, multimedia, Internet access services, public telephone and card services, portals and e-merchant services, content services, and operator services. The ECS segment provides communication solutions and services to businesses. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		29.72	January		31.27	January		22.78	January		27.81	January		35.33	January		22.47
February		27.60	February		30.10	February		21.84	February		27.08	February		33.45	February		22.45
March		25.56	March		29.78	March		22.48	March		26.40	March		33.58
April		23.88	April		29.17	April		23.32	April		29.27	April		31.33
May		24.16	May		28.19	May		23.09	May		30.72	May		30.64
June		26.20	June		29.05	June		21.86	June		27.48	June		29.63
July		24.66	July		30.81	July		23.23	July		27.17	July		31.49
August		23.53	August		30.20	August		22.32	August		30.32	August		29.42
September		24.93	September		28.75	September		23.31	September		33.44	September		28.01
October		28.66	October		25.99	October		26.10	October		37.00	October		25.32
November		31.29	November		24.99	November		26.07	November		37.95	November		25.73
December		32.98	December		24.84	December		27.70	December		35.63	December		28.07

A-12

GENERAL ELECTRIC COMPANY (GE)

General Electric Company (GE) is a diversified industrial corporation. Its Infrastructure segment produces jet engines, turboprop and turbo shaft engines, and related replacement parts for use in military and commercial aircraft, wind turbines, aircraft engine derivatives, gas and steam turbines and generators, oil and natural gas compressors and turbines, diesel-electric locomotives and parts and productivity solutions for industrial and municipal water systems. It offers various financial products and services aviation and energy sectors. Its GE Money segment provides financial services to consumers and retailers, such as credit cards, loans, mortgages, deposit and savings products, and other products. GE’s Healthcare segment manufactures equipment for magnetic resonance, computed tomography, positron emission tomography imaging, X-ray, patient monitoring, diagnostic cardiology, nuclear imaging, ultrasound, bone densitometry, anesthesiology and oxygen therapy, and neonatal and critical care and therapy. Its NBC Universal segment provides network television services, produces television programs and motion pictures, operates television broadcasting stations, owns various cable/satellite networks, and operates theme parks.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		33.63	January		36.13	January		32.75	January		36.05	January		35.36	January		12.13
February		32.52	February		35.20	February		32.87	February		34.91	February		33.14	February		8.51
March		30.52	March		36.06	March		34.78	March		35.36	March		37.01
April		29.95	April		36.20	April		34.59	April		36.86	April		32.70
May		31.12	May		36.48	May		34.26	May		37.58	May		30.72
June		32.40	June		34.65	June		32.96	June		38.28	June		26.69
July		33.25	July		34.50	July		32.69	July		38.76	July		28.29
August		32.79	August		33.61	August		34.06	August		38.87	August		28.10
September		33.58	September		33.67	September		35.30	September		41.40	September		25.50
October		34.12	October		33.91	October		35.11	October		41.16	October		19.51
November		35.36	November		35.72	November		35.28	November		38.29	November		17.17
December		36.50	December		35.05	December		37.21	December		37.07	December		16.20

A-13

GLAXOSMITHKLINE PLC (GSK)

GlaxoSmithKline plc 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		44.00	January		44.57	January		51.24	January		54.13	January		47.38	January		35.26
February		42.62	February		48.22	February		50.82	February		56.14	February		43.91	February		30.13
March		39.95	March		45.92	March		52.31	March		55.26	March		42.43
April		42.00	April		50.55	April		56.88	April		57.78	April		44.11
May		42.45	May		49.70	May		55.30	May		52.18	May		44.53
June		41.46	June		48.51	June		55.80	June		52.37	June		44.22
July		40.95	July		47.44	July		55.33	July		51.08	July		46.56
August		41.14	August		48.72	August		56.78	August		52.22	August		46.97
September		43.73	September		51.28	September		53.23	September		53.20	September		43.46
October		42.40	October		51.99	October		53.25	October		51.25	October		38.70
November		42.54	November		49.57	November		53.13	November		52.68	November		34.44
December		47.39	December		50.48	December		52.76	December		50.39	December		37.27

A-14

HEWLETT-PACKARD COMPANY (HPQ)

Hewlett-Packard Company provides various products, technologies, software, solutions, and services to consumers, businesses, and governments worldwide. The company’s Enterprise Storage and Servers segment provides storage and server solutions and Hewlett-Packard’s HP Services segment offers multi-vendor information technology (IT) services, including technology, consulting and integration and managed services. The company’s Software segment offers management software solutions that allow enterprise customers to manage their IT infrastructure, operations, applications, IT services and business processes. Its Personal Systems Group segment provides commercial personal computers (PC), consumer PCs, workstations, handheld computing devices, digital entertainment systems, calculators, software and services for the commercial and consumer markets. The company’s Imaging and Printing Group segment provides inkjet printers, digital photography and entertainment products, laserjet printers, graphics and imaging products and printer supplies. Its HP Financial Services segment offers leasing, financing, utility programs, and asset recovery and financial asset management services for enterprise customers.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		23.79	January		19.59	January		31.18	January		43.28	January		43.72	January		34.75
February		22.71	February		20.80	February		32.81	February		39.35	February		47.77	February		29.03
March		22.84	March		21.94	March		32.90	March		40.14	March		45.66
April		19.70	April		20.47	April		32.47	April		42.14	April		46.35
May		21.24	May		22.51	May		32.38	May		45.71	May		47.06
June		21.10	June		23.51	June		31.68	June		44.62	June		44.21
July		20.15	July		24.62	July		31.91	July		46.03	July		44.80
August		17.89	August		27.76	August		36.56	August		49.35	August		46.92
September		18.75	September		29.20	September		36.69	September		49.79	September		46.24
October		18.66	October		28.04	October		38.74	October		51.68	October		38.28
November		20.00	November		29.67	November		39.46	November		51.16	November		35.28
December		20.97	December		28.63	December		41.19	December		50.48	December		36.29

THE HOME DEPOT, INC. (HD)

The 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		35.47	January		41.26	January		40.55	January		40.74	January		30.64	January		21.53
February		36.31	February		40.02	February		42.15	February		39.59	February		26.55	February		20.89
March		37.36	March		38.24	March		42.30	March		36.74	March		27.97
April		35.19	April		35.37	April		39.93	April		37.87	April		28.80
May		35.92	May		39.35	May		38.12	May		38.87	May		27.36
June		35.20	June		38.90	June		35.79	June		39.35	June		23.42
July		33.72	July		43.51	July		34.71	July		37.17	July		23.83
August		36.56	August		40.32	August		34.29	August		38.31	August		27.12
September		39.20	September		38.14	September		36.27	September		32.44	September		25.89
October		41.08	October		41.04	October		37.33	October		31.51	October		23.59
November		41.75	November		41.78	November		37.97	November		28.56	November		23.11
December		42.74	December		40.48	December		40.16	December		26.94	December		23.02

A-15

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		30.52	January		22.45	January		21.26	January		20.96	January		21.10	January		12.90
February		29.20	February		23.99	February		20.60	February		19.86	February		19.97	February		12.74
March		27.20	March		23.23	March		19.46	March		19.13	March		21.18
April		25.73	April		23.52	April		19.98	April		21.50	April		22.26
May		28.55	May		26.96	May		18.02	May		22.18	May		23.18
June		27.60	June		26.02	June		19.00	June		23.74	June		21.48
July		24.38	July		27.14	July		18.00	July		23.62	July		22.19
August		21.29	August		25.72	August		19.57	August		25.75	August		22.87
September		20.06	September		24.65	September		20.57	September		25.86	September		18.73
October		22.26	October		23.50	October		21.34	October		26.90	October		16.03
November		22.38	November		26.68	November		21.40	November		26.08	November		13.80
December		23.39	December		24.96	December		20.25	December		26.66	December		14.66

INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM)

International Business Machines Corporation (IBM) engages in the development and manufacture of the advanced information technologies, including computer systems, software, storage systems, and microelectronics. It operates in three segments: Systems and Financing, Software and Services. Systems and Financing segment offers servers, data storage products, printing systems and point-of-sale retail systems. This segment also offers short-term inventory and accounts receivable financing, lease and loan financing and sells and leases used equipment. Software segment provides information management software for database, content management, and information integration. Services segment offers, among other things, business process outsourcing, consulting and systems integration, strategic outsourcing services and integrated technology services. The company was founded in 1910 as Computing-Tabulating-Recording Co. and changed its name to International Business Machines Corporation in 1924.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		99.23	January		93.42	January		81.30	January		99.15	January		107.11	January		91.65
February		96.50	February		92.58	February		80.24	February		92.94	February		113.86	February		92.03
March		91.84	March		91.38	March		82.47	March		94.26	March		115.14
April		88.17	April		76.38	April		82.34	April		102.21	April		120.70
May		88.59	May		75.55	May		79.90	May		106.60	May		129.43
June		88.15	June		74.20	June		76.82	June		105.25	June		118.53
July		87.07	July		83.46	July		77.41	July		110.65	July		127.98
August		84.69	August		80.62	August		80.97	August		116.69	August		121.73
September		85.74	September		80.22	September		81.94	September		117.80	September		116.96
October		89.75	October		81.88	October		92.33	October		116.12	October		92.97
November		94.24	November		88.90	November		91.92	November		105.18	November		81.60
December		98.58	December		82.20	December		97.15	December		108.10	December		84.16

A-16

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		40.80	January		17.20	January		24.96	January		17.78	January		10.41	January		3.63
February		38.64	February		15.28	February		24.32	February		16.21	February		13.15	February		2.76
March		32.56	March		13.36	March		33.36	March		15.23	March		13.39
April		24.24	April		11.84	April		27.92	April		16.48	April		14.31
May		26.96	May		12.24	May		24.24	May		13.10	May		12.37
June		30.32	June		12.16	June		20.24	June		13.43	June		11.36
July		27.60	July		12.08	July		17.12	July		14.33	July		10.93
August		24.88	August		12.64	August		18.16	August		14.56	August		10.16
September		26.96	September		17.76	September		17.52	September		14.96	September		8.47
October		25.36	October		16.80	October		14.53	October		15.26	October		5.46
November		25.36	November		20.56	November		18.48	November		13.46	November		2.72
December		25.36	December		18.88	December		16.66	December		13.30	December		3.65

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		53.42	January		64.70	January		57.54	January		66.80	January		63.14	January		57.69
February		53.91	February		65.60	February		57.65	February		62.93	February		61.96	February		50.00
March		50.72	March		67.16	March		59.22	March		60.26	March		64.87
April		54.03	April		68.63	April		58.61	April		64.22	April		67.09
May		55.71	May		67.10	May		60.22	May		63.27	May		66.74
June		55.70	June		65.00	June		59.92	June		61.62	June		64.34
July		55.27	July		63.96	July		62.55	July		60.50	July		68.47
August		58.10	August		63.39	August		64.66	August		61.79	August		70.43
September		56.33	September		63.28	September		64.94	September		65.70	September		69.28
October		58.38	October		62.62	October		67.40	October		65.17	October		61.34
November		60.32	November		61.75	November		65.91	November		67.74	November		58.58
December		63.42	December		60.10	December		66.02	December		66.70	December		59.83

A-17

LSI CORP (LSI)

LSI Corporation designs, develops, and markets semiconductors and storage systems. The company’s Semiconductor segment provides standard products and custom solutions to customers in the storage and consumer markets. The company’s Storage Systems segment provides storage systems, sub-assemblies, and storage management software that operate within open operating systems. The company also offers direct-attach RAID solutions, such as integrated RAID in its storage IC and adapter products, software-based RAID products, and MegaRAID products that encompass integrated single-chip RAID on motherboard solutions, and PCI and PCI Express RAID controller boards. LSI sells its products to original equipment manufacturers through direct sales force and channel customers worldwide.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		10.29	January		6.11	January		9.15	January		9.40	January		5.21	January		3.18
February		10.10	February		6.38	February		9.75	February		10.16	February		5.04	February		2.90
March		9.34	March		5.59	March		11.56	March		10.44	March		4.95
April		7.44	April		5.36	April		10.65	April		8.50	April		6.20
May		8.20	May		7.36	May		9.73	May		8.68	May		7.27
June		7.62	June		8.49	June		8.95	June		7.51	June		6.14
July		5.09	July		9.76	July		8.20	July		7.20	July		6.94
August		4.83	August		9.64	August		8.05	August		6.89	August		6.65
September		4.31	September		9.85	September		8.22	September		7.42	September		5.36
October		4.55	October		8.11	October		10.05	October		6.60	October		3.85
November		5.29	November		8.21	November		10.66	November		5.55	November		2.68
December		5.48	December		8.00	December		9.00	December		5.31	December		3.29

A-18

MEDCO HEALTH SOLUTIONS, INC. (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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		18.43	January		21.29	January		27.05	January		29.61	January		49.98	January		44.93
February		16.33	February		22.21	February		27.86	February		33.81	February		44.31	February		40.58
March		17.00	March		24.79	March		28.61	March		36.27	March		43.79
April		17.70	April		25.49	April		26.62	April		39.01	April		49.54
May		17.52	May		25.00	May		26.95	May		38.88	May		48.45
June		18.75	June		26.68	June		28.64	June		39.00	June		47.20
July		15.15	July		24.22	July		29.67	July		40.64	July		49.58
August		15.62	August		24.64	August		31.69	August		42.73	August		46.85
September		15.45	September		27.42	September		30.06	September		45.20	September		45.00
October		16.96	October		28.25	October		26.75	October		47.19	October		37.95
November		18.86	November		26.83	November		25.11	November		50.00	November		42.00
December		20.80	December		27.90	December		26.72	December		50.70	December		41.91

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		47.60	January		28.05	January		34.50	January		44.75	January		46.10	January		28.55
February		48.08	February		31.70	February		34.86	February		44.15	February		44.30	February		24.20
March		44.19	March		32.37	March		35.23	March		44.17	March		37.95
April		47.00	April		33.90	April		34.42	April		51.44	April		38.04
May		47.30	May		32.44	May		33.29	May		52.45	May		38.96
June		47.50	June		30.80	June		36.43	June		49.80	June		37.69
July		45.35	July		31.06	July		40.27	July		49.65	July		32.90
August		44.97	August		28.23	August		40.55	August		50.17	August		35.67
September		33.00	September		27.21	September		41.90	September		51.69	September		31.56
October		31.31	October		28.22	October		45.42	October		58.26	October		30.95
November		28.02	November		29.40	November		44.51	November		59.36	November		26.72
December		32.14	December		31.81	December		43.60	December		58.11	December		30.40

A-19

MICROSOFT CORPORATION (MSFT)

Microsoft Corporation develops, manufactures, licenses and supports a range of software products for various computing devices worldwide. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		24.88	January		26.28	January		28.15	January		30.86	January		32.60	January		17.10
February		23.87	February		25.16	February		26.87	February		28.17	February		27.20	February		16.15
March		22.43	March		24.17	March		27.21	March		27.87	March		28.38
April		23.51	April		25.30	April		24.15	April		29.94	April		28.52
May		23.60	May		25.80	May		22.65	May		30.69	May		28.32
June		25.70	June		24.84	June		23.30	June		29.47	June		27.51
July		25.64	July		25.61	July		24.06	July		28.99	July		25.72
August		24.57	August		27.38	August		25.70	August		28.73	August		27.29
September		24.88	September		25.73	September		27.35	September		29.46	September		26.69
October		25.17	October		25.70	October		28.71	October		36.81	October		22.33
November		26.81	November		27.68	November		29.36	November		33.60	November		20.22
December		26.72	December		26.15	December		29.86	December		35.60	December		19.44

MORGAN STANLEY (MS)

Morgan Stanley, a financial services company, provides various products and services to clients and customers, including corporations, governments, financial institutions and individuals worldwide. The company operates in four segments: Institutional Securities, Global Wealth Management Group, Asset Management, and Discover. The Institutional Securities segment includes capital raising, financial advisory services, corporate lending, sales, trading, financing, and market-making activities in equity securities and related products. The Global Wealth Management Group segment provides brokerage and investment advisory services. The Asset Management segment provides asset management products and services in equity, fixed income, and alternative investments and private equity to institutional and retail clients. The Discover segment offers credit cards and related consumer products and services, operates a merchant and cash access network, and an automated teller machine/debit and electronic funds transfer network and provides various consumer finance products and services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		48.32	January		46.45	January		51.01	January		68.73	January		49.34	January		20.23
February		49.61	February		46.88	February		49.52	February		62.19	February		42.12	February		19.54
March		47.57	March		47.52	March		52.15	March		65.38	March		45.70
April		42.66	April		43.68	April		53.38	April		69.74	April		48.60
May		44.42	May		40.64	May		49.49	May		70.59	May		44.23
June		43.81	June		43.56	June		52.47	June		69.63	June		36.07
July		40.95	July		44.04	July		55.20	July		63.87	July		39.48
August		42.11	August		42.23	August		54.61	August		62.37	August		40.83
September		40.92	September		44.78	September		60.52	September		63.00	September		23.00
October		42.41	October		45.17	October		63.45	October		67.26	October		17.47
November		42.13	November		46.51	November		63.22	November		52.72	November		14.75
December		46.09	December		47.10	December		67.60	December		53.11	December		16.04

A-20

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		23.02	January		21.02	January		23.24	January		25.04	January		23.89	January		24.07
February		23.28	February		21.67	February		21.70	February		26.41	February		21.69	February		21.18
March		28.34	March		21.85	March		21.55	March		26.41	March		21.68
April		25.97	April		20.85	April		22.49	April		24.89	April		21.49
May		24.94	May		20.47	May		24.71	May		23.59	May		24.26
June		26.84	June		21.47	June		24.47	June		22.17	June		24.30
July		24.62	July		22.00	July		26.00	July		21.57	July		25.32
August		21.80	August		21.79	August		25.18	August		23.10	August		24.49
September		19.98	September		24.82	September		24.53	September		23.27	September		22.51
October		21.25	October		23.91	October		25.13	October		22.95	October		20.35
November		22.39	November		22.60	November		25.25	November		22.60	November		21.95
December		22.55	December		22.81	December		24.79	December		24.66	December		27.19

NOKIA CORPORATION (NOK)

Nokia Corporation engages in the manufacture of mobile devices and mobile networks. It also provides equipment, solutions, and services for network operators, service providers, and corporations. The company operates in four segments: Mobile Phones, Multimedia, Enterprise Solutions, and Networks. American depositary receipts evidencing American depositary shares of Nokia are included in the Market 2000+ 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		20.66	January		15.28	January		18.38	January		22.10	January		37.14	January		12.27
February		21.77	February		16.14	February		18.58	February		21.83	February		36.01	February		9.36
March		20.28	March		15.43	March		20.72	March		22.92	March		31.83
April		14.01	April		15.98	April		22.66	April		25.25	April		30.07
May		13.74	May		16.86	May		21.47	May		27.38	May		28.40
June		14.54	June		16.64	June		20.26	June		28.11	June		24.50
July		11.62	July		15.95	July		19.85	July		28.64	July		27.32
August		11.87	August		15.77	August		20.88	August		32.88	August		25.17
September		13.72	September		16.91	September		19.69	September		37.93	September		18.65
October		15.42	October		16.82	October		19.88	October		39.72	October		15.18
November		16.17	November		17.08	November		20.22	November		39.33	November		14.17
December		15.67	December		18.30	December		20.32	December		38.39	December		15.60

A-21

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		45.15	January		47.88	January		55.16	January		57.69	January		50.79	January		41.26
February		44.15	February		49.97	February		53.25	February		55.43	February		49.15	February		36.25
March		42.60	March		46.78	March		55.44	March		54.63	March		51.23
April		44.80	April		48.73	April		57.51	April		58.09	April		50.33
May		45.17	May		48.83	May		55.48	May		56.18	May		52.35
June		44.50	June		47.44	June		53.92	June		56.07	June		55.04
July		44.66	July		48.71	July		56.22	July		53.95	July		59.35
August		46.45	August		48.75	August		57.12	August		52.65	August		55.64
September		46.67	September		51.00	September		58.44	September		54.96	September		52.84
October		48.01	October		53.82	October		60.73	October		53.17	October		50.99
November		48.05	November		52.40	November		58.41	November		56.52	November		46.92
December		50.54	December		52.48	December		57.44	December		54.31	December		49.76

ORACLE CORPORATION (ORCL)

Oracle Corporation, an enterprise software company, engages in the development, manufacture, distribution, servicing, and marketing of database, middleware and application software. The company operates in five segments: New Software Licenses, Software License Updates and Products Support, Consulting, On Demand and Education. The company distributes its products and services to resellers, system integrators/implementers, consultants, education providers, Internet service providers, network integrators and independent software vendors. Oracle Corporation was founded in 1977 and is headquartered in Redwood City, California.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		13.86	January		13.77	January		12.57	January		17.16	January		20.55	January		16.83
February		12.87	February		12.95	February		12.42	February		16.43	February		18.80	February		15.54
March		12.00	March		12.48	March		13.69	March		18.13	March		19.56
April		11.25	April		11.56	April		14.59	April		18.80	April		20.85
May		11.40	May		12.80	May		14.22	May		19.38	May		22.84
June		11.93	June		13.20	June		14.49	June		19.71	June		21.00
July		10.51	July		13.57	July		14.97	July		19.12	July		21.53
August		9.97	August		12.99	August		15.66	August		20.28	August		21.93
September		11.28	September		12.40	September		17.74	September		21.65	September		20.31
October		12.66	October		12.68	October		18.47	October		22.17	October		18.29
November		12.74	November		12.60	November		19.05	November		20.18	November		16.09
December		13.72	December		12.21	December		17.14	December		22.58	December		17.73

A-22

PFIZER INC. (PFE)

Pfizer Inc. engages in the discovery, development, manufacture, and marketing of prescription medicines for humans and animals in the United States, Europe, Canada, Asia and Latin America. The Pharmaceutical segment provides products for cardiovascular and metabolic diseases. This segment also offers products for central nervous system disorders, such as Zoloft for various disorders. The Animal Health segment provides parasiticides, anti-inflammatories, vaccines, antibiotics and related medicines. It sells its products to retailers, clinics, pharmacies, doctors, nurse practitioners, physician assistants, pharmacists, hospitals, pharmacy benefit managers, managed care organizations and government agencies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		36.63	January		24.16	January		25.68	January		26.24	January		23.36	January		14.58
February		36.65	February		26.29	February		26.19	February		24.96	February		22.28	February		12.31
March		35.05	March		26.27	March		24.92	March		25.26	March		20.93
April		35.76	April		27.17	April		25.33	April		26.46	April		20.11
May		35.34	May		27.90	May		23.66	May		27.49	May		19.36
June		34.28	June		27.58	June		23.47	June		25.57	June		17.47
July		31.96	July		26.50	July		25.99	July		23.51	July		18.67
August		32.67	August		25.48	August		27.56	August		24.84	August		19.11
September		30.60	September		24.97	September		28.36	September		24.43	September		18.44
October		28.95	October		21.74	October		26.65	October		24.61	October		17.71
November		27.77	November		21.20	November		27.49	November		23.76	November		16.43
December		26.89	December		23.32	December		25.90	December		22.73	December		17.71

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. Its Other Services segment primarily involves the sublease of real estate assets, such as space in office buildings, warehouses, and other properties.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		4.04	January		4.20	January		6.02	January		8.15	January		5.89	January		3.22
February		4.58	February		3.90	February		6.32	February		8.88	February		5.40	February		3.39
March		4.31	March		3.70	March		6.80	March		8.99	March		4.53
April		4.02	April		3.42	April		6.71	April		8.88	April		5.16
May		3.75	May		3.92	May		7.01	May		10.29	May		4.85
June		3.59	June		3.71	June		8.09	June		9.70	June		3.93
July		3.89	July		3.82	July		7.79	July		8.53	July		3.83
August		2.89	August		3.90	August		8.81	August		8.95	August		3.78
September		3.33	September		4.10	September		8.72	September		9.16	September		3.23
October		3.42	October		4.36	October		8.63	October		7.18	October		2.89
November		4.00	November		5.24	November		7.69	November		6.63	November		3.20
December		4.44	December		5.65	December		8.37	December		7.01	December		3.64

A-23

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		40.52	January		36.90	January		48.75	January		46.19	January		47.35	January		19.22
February		40.81	February		37.67	February		46.73	February		51.57	February		47.06	February		16.56
March		41.68	March		39.90	March		45.93	March		50.33	March		39.95
April		38.28	April		36.60	April		48.79	April		53.09	April		45.65
May		36.76	May		37.15	May		45.03	May		57.52	May		50.23
June		37.93	June		34.33	June		43.90	June		51.21	June		43.60
July		34.54	July		32.41	July		45.85	July		52.58	July		37.55
August		34.56	August		33.52	August		43.27	August		47.63	August		38.08
September		34.28	September		33.09	September		40.23	September		47.91	September		30.87
October		34.74	October		32.70	October		40.85	October		49.31	October		23.24
November		36.25	November		36.89	November		39.29	November		53.80	November		19.38
December		38.84	December		40.67	December		42.70	December		54.13	December		21.87

SUN MICROSYSTEMS, INC. (JAVA)

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		21.15	January		17.44	January		18.00	January		26.56	January		17.50	January		4.16
February		21.24	February		16.88	February		16.68	February		24.52	February		16.40	February		4.68
March		16.68	March		16.16	March		20.52	March		24.04	March		15.53
April		15.60	April		14.48	April		20.00	April		20.88	April		15.66
May		16.68	May		15.24	May		18.52	May		20.40	May		12.95
June		17.32	June		14.92	June		16.60	June		21.04	June		10.88
July		15.80	July		15.36	July		17.40	July		20.40	July		10.63
August		15.48	August		15.20	August		19.96	August		21.44	August		9.00
September		16.16	September		15.72	September		19.80	September		22.48	September		7.60
October		18.00	October		16.00	October		21.72	October		22.84	October		4.60
November		22.20	November		15.08	November		21.68	November		20.78	November		3.17
December		21.56	December		16.76	December		21.68	December		18.13	December		3.82

A-24

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		12.85	January		20.26	January		24.57	January		36.74	January		52.74	January		38.62
February		12.98	February		21.26	February		27.34	February		34.88	February		57.32	February		42.82
March		13.38	March		19.79	March		27.29	March		37.71	March		58.51
April		14.77	April		19.53	April		26.97	April		39.34	April		59.18
May		14.73	May		19.45	May		26.73	May		37.37	May		61.29
June		15.57	June		19.21	June		25.78	June		38.58	June		64.70
July		15.64	July		20.01	July		28.49	July		37.69	July		58.09
August		16.99	August		20.48	August		29.24	August		37.52	August		53.68
September		17.99	September		20.20	September		29.91	September		43.33	September		42.32
October		17.94	October		20.67	October		31.95	October		48.47	October		37.38
November		20.02	November		21.02	November		34.89	November		49.55	November		36.02
December		20.12	December		23.96	December		36.80	December		50.66	December		39.14

THE TRAVELERS COMPANIES, INC. (TRV)

The 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		41.91	January		37.54	January		45.38	January		50.85	January		48.10	January		38.64
February		42.52	February		38.32	February		42.98	February		50.75	February		46.41	February		36.15
March		39.80	March		36.73	March		41.79	March		51.77	March		47.85
April		40.67	April		35.80	April		44.03	April		54.10	April		50.40
May		39.68	May		37.88	May		44.02	May		54.17	May		49.81
June		40.54	June		39.53	June		44.58	June		53.50	June		43.40
July		37.07	July		44.02	July		45.80	July		50.78	July		44.12
August		34.69	August		43.01	August		43.90	August		50.54	August		44.16
September		33.06	September		44.87	September		46.89	September		50.34	September		45.20
October		33.96	October		45.03	October		51.13	October		52.21	October		42.55
November		36.48	November		46.53	November		51.81	November		53.11	November		43.65
December		37.07	December		44.67	December		53.69	December		53.80	December		45.20

A-25

TEXAS INSTRUMENTS INCORPORATED (TXN)

Texas Instruments Incorporated engages in the design, manufacture, marketing, and sale of high-technology components in the United States, Asia, Europe, Japan, and rest of the world. The company operates in two segments, Semiconductor and Education Technology. The Semiconductor segment offers analog semiconductors and digital signal processors, which are used in applications that serve the communications, computer, consumer electronic, automotive, and industrial markets. The Education Technology segment supplies graphing handheld calculators, business and scientific calculators and classroom tools and professional development resources to help students and teachers interactively explore math and science. This segment sells its products through retailers and instructional dealers. The company was founded in 1938 and is headquartered in Dallas, Texas.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		31.35	January		23.21	January		29.23	January		31.19	January		30.95	January		14.95
February		30.65	February		26.47	February		29.85	February		30.96	February		29.96	February		14.35
March		29.22	March		25.49	March		32.47	March		30.10	March		28.27
April		25.10	April		24.96	April		34.71	April		34.37	April		29.16
May		26.11	May		27.64	May		31.23	May		35.36	May		32.48
June		24.18	June		28.07	June		30.29	June		37.63	June		28.16
July		21.33	July		31.76	July		29.78	July		35.19	July		24.38
August		19.54	August		32.68	August		32.59	August		34.24	August		24.51
September		21.28	September		33.90	September		33.25	September		36.59	September		21.50
October		24.45	October		28.55	October		30.18	October		32.60	October		19.56
November		24.18	November		32.48	November		29.55	November		31.57	November		15.57
December		24.62	December		32.07	December		28.80	December		33.40	December		15.52

TIME WARNER INC. (TWX)

Time Warner Inc. is a media and entertainment company; it operates in five segments: AOL, Cable, Filmed Entertainment, NetWorks and Publishing. AOL consists primarily 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		17.57	January		18.00	January		17.53	January		21.87	January		15.69	January		9.33
February		17.25	February		17.23	February		17.31	February		20.34	February		15.61	February		7.63
March		16.86	March		17.55	March		16.79	March		19.72	March		14.02
April		16.82	April		16.81	April		17.40	April		20.63	April		14.85
May		17.04	May		17.40	May		17.21	May		21.37	May		15.88
June		17.58	June		16.71	June		17.30	June		21.04	June		14.80
July		16.65	July		17.02	July		16.50	July		19.26	July		14.32
August		16.35	August		17.92	August		16.62	August		18.98	August		16.37
September		16.14	September		18.11	September		18.23	September		18.36	September		13.11
October		16.64	October		17.83	October		20.01	October		18.26	October		10.09
November		17.71	November		17.98	November		20.14	November		17.26	November		9.05
December		19.45	December		17.44	December		21.78	December		16.51	December		10.06

A-26

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		43.44	January		52.91	January		68.05	January		68.05	January		72.78	January		49.78
February		45.25	February		58.64	February		62.05	February		67.32	February		75.39	February		47.20
March		45.26	March		57.67	March		64.80	March		69.78	March		74.01
April		45.32	April		54.56	April		67.89	April		73.69	April		84.00
May		46.28	May		54.70	May		65.21	May		75.45	May		87.26
June		47.26	June		57.48	June		65.52	June		80.98	June		85.27
July		47.89	July		61.49	July		68.23	July		78.61	July		76.50
August		48.20	August		64.85	August		67.43	August		75.09	August		71.88
September		50.26	September		66.81	September		65.94	September		81.03	September		60.68
October		51.30	October		61.99	October		68.14	October		80.61	October		55.44
November		53.91	November		61.34	November		71.46	November		80.92	November		52.75
December		54.03	December		62.18	December		71.92	December		82.60	December		55.30

TOYOTA MOTOR CORPORATION (TM)

Toyota Motor Corporation is engaged mainly in the automotive business and in the financial services business. The automotive business involves the design, manufacturing and sale of passenger cars, recreational vehicles, sport utility vehicles, minivans, trucks, buses and related parts. The Company offers hybrid vehicles primarily under the Prius brand. 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. 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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		66.40	January		78.19	January		103.71	January		131.78	January		108.32	January		63.51
February		69.13	February		77.78	February		106.87	February		133.60	February		108.55	February		63.14
March		74.50	March		74.38	March		108.90	March		128.16	March		100.89
April		73.21	April		72.71	April		117.13	April		121.42	April		101.50
May		72.35	May		71.71	May		107.38	May		120.76	May		102.05
June		81.62	June		71.49	June		104.59	June		125.88	June		94.00
July		80.00	July		75.86	July		105.22	July		120.63	July		86.05
August		79.19	August		81.98	August		108.34	August		115.68	August		89.59
September		76.38	September		92.37	September		108.90	September		116.86	September		85.80
October		77.59	October		92.81	October		118.00	October		114.44	October		76.09
November		74.71	November		96.75	November		120.05	November		112.45	November		63.10
December		81.87	December		104.62	December		134.31	December		106.17	December		65.44

A-27

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 The company was incorporated in 1983 under the name Bell Atlantic Corporation. It changed its name to Verizon Communications, Inc. in 2000.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		35.36	January		34.14	January		30.37	January		38.35	January		38.66	January		29.87
February		36.77	February		34.51	February		32.33	February		37.23	February		36.16	February		28.53
March		35.05	March		34.05	March		32.67	March		37.75	March		36.29
April		36.20	April		34.34	April		31.69	April		38.01	April		38.48
May		33.17	May		33.94	May		29.94	May		43.34	May		38.47
June		34.72	June		33.14	June		32.13	June		40.99	June		35.40
July		36.97	July		32.84	July		32.44	July		42.43	July		34.04
August		37.65	August		31.38	August		33.75	August		41.69	August		35.12
September		37.78	September		31.36	September		35.62	September		44.08	September		32.09
October		37.51	October		30.23	October		35.49	October		45.86	October		29.67
November		39.55	November		30.68	November		34.78	November		43.02	November		32.65
December		38.86	December		28.89	December		37.07	December		43.50	December		33.90

A-28

VIACOM INC. (VIA-B)

Viacom Inc. operates as an entertainment content company. It provides programming and entertainment content for televisions, motion pictures and digital platforms. The company operates in two segments, Media Networks and Filmed Entertainment. The Media Networks segment owns and operates cable television program services, Web site properties and other digital services in the United States and internationally. This segment offers cable television program through services such as MTV Networks: Country Music Television, Logo, Nickelodeon, Nick at Nite, COMEDY CENTRAL and Spike TV. The Filmed Entertainment segment produces, finances, and distributes feature motion pictures and television programming. This segment also involves in the theatrical release of motion pictures in the United States and international markets, and sells DVDs and other products relating to the motion pictures and other programming. 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.

2004

Closing

Price

2005

Closing

Price

2006

Closing

Price

2007

Closing

Price

2008

Closing

Price

2009

Closing
Price

January

41.48

January

40.67

January

38.70

January

14.75

February

39.96

February

39.04

February

39.75

February

15.39

March

38.80

March

41.11

March

39.62

April

39.83

April

41.25

April

38.44

May

37.75

May

44.92

May

35.82

June

35.84

June

41.63

June

30.54

July

34.85

July

38.30

July

27.93

August

36.30

August

39.46

August

29.48

September

37.18

September

38.97

September

24.84

October

38.92

October

41.29

October

20.22

November

37.51

November

42.02

November

15.92

December

41.15

December

41.03

December

43.92

December

19.06

A-29

VODAFONE GROUP PUBLIC LIMITED COMPANY (VOD)

Vodafone Group Public Limited Company provides international wireless telecommunications services in continental Europe, the United Kingdom, the United States and Asia through subsidiaries, joint ventures and associated undertakings. 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 Market 2000+ HOLDRS and are traded on the New York Stock Exchange. Shares of Vodafone also trade on the London International Stock Exchange.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		22.34	January		22.67	January		18.42	January		29.39	January		34.85	January		18.59
February		21.79	February		22.94	February		16.86	February		27.90	February		32.23	February		17.75
March		20.85	March		23.17	March		18.24	March		26.86	March		29.51
April		21.41	April		22.81	April		20.68	April		28.73	April		31.66
May		20.73	May		21.97	May		20.07	May		31.43	May		32.09
June		19.28	June		21.22	June		18.58	June		33.63	June		29.46
July		18.96	July		22.54	July		21.68	July		30.35	July		26.83
August		19.98	August		23.78	August		21.69	August		32.40	August		25.55
September		21.04	September		22.66	September		22.86	September		36.30	September		22.10
October		22.50	October		22.91	October		25.85	October		39.27	October		19.27
November		23.79	November		18.80	November		26.36	November		37.25	November		19.58
December		23.89	December		18.73	December		27.78	December		37.32	December		20.44

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		53.85	January		52.40	January		46.11	January		47.69	January		50.74	January		47.12
February		59.56	February		51.61	February		45.36	February		48.31	February		49.59	February		49.24
March		59.69	March		50.11	March		47.24	March		46.95	March		52.68
April		57.00	April		47.14	April		45.03	April		47.92	April		57.98
May		55.73	May		47.23	May		48.45	May		47.60	May		57.74
June		52.76	June		48.20	June		48.17	June		48.11	June		56.20
July		53.01	July		49.35	July		44.50	July		45.95	July		58.62
August		52.67	August		44.96	August		44.72	August		43.63	August		59.07
September		53.20	September		43.82	September		49.32	September		43.65	September		59.89
October		53.92	October		47.31	October		49.28	October		45.21	October		55.81
November		52.06	November		48.56	November		46.10	November		47.90	November		55.88
December		52.82	December		46.80	December		46.18	December		47.53	December		56.06

A-30

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.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price

January		76.50	January		78.85	January		68.95	January		84.22	January		78.14	January		36.40
February		75.64	February		85.90	February		69.18	February		84.27	February		75.29	February		35.02
March		73.78	March		77.81	March		67.60	March		85.41	March		77.86
April		79.85	April		81.42	April		62.90	April		90.48	April		74.16
May		85.35	May		76.58	May		60.55	May		88.06	May		72.80
June		88.20	June		76.17	June		56.72	June		84.89	June		68.05
July		76.31	July		82.36	July		63.24	July		77.76	July		68.91
August		71.30	August		82.17	August		68.00	August		78.33	August		72.39
September		79.04	September		68.89	September		67.50	September		80.99	September		64.56
October		77.59	October		63.77	October		72.01	October		69.49	October		46.43
November		81.60	November		62.67	November		72.96	November		64.73	November		37.32
December		80.12	December		67.44	December		78.38	December		66.15	December		40.42

A-31

1,000,000,000 Depositary Receipts

Market 2000+ HOLDRSSM Trust

PROSPECTUS

March 11, 2009

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:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”).

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 SEC 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.

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(2)

That, for the purpose of determining any liability under the Securities Act, 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, 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, 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 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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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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. 7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on March 11, 2009.

	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. 7 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 11, 2009.

Signature		Title

*		Director and Executive Vice President
Daniel C. Sontag		(Principal Executive Officer)

*		First Vice President, Chief Financial Officer and Controller
Joseph F. Regan

*		Director and Executive Vice President
Thomas K. Montag

*		Director and Senior Vice President
Carlos M. Morales

*		Director and Senior Vice President
Candace E. Browning


*By:	/s/ Thomas W. Lee	Attorney-in-Fact
Thomas W. Lee

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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 Mellon (formerly known as 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.

24.6	Power of Attorney of Daniel C. Sontag.

24.7	Power of Attorney of Thomas K. Montag.

__________________

* Previously filed.

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Signature		Title



/s/ Daniel C. Sontag		Director and Executive Vice President
Name: Daniel C. Sontag

Signature		Title



/s/ Thomas K. Montag		Director and Executive Vice President
Name: Thomas K. Montag