Investing in Pharmaceutical HOLDRS involves significant risks. See “Risk Factors” starting on page 4.

Pharmaceutical HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates. Pharmaceutical 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 Pharmaceutical HOLDRSSM are listed on the NYSE Arca under the symbol “PPH.” On April 5, 2010, the last reported sale price of the Pharmaceutical HOLDRSSM on the NYSE Arca was $66.19.

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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.

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The date of this prospectus is April 15, 2010.

“HOLDRS” and “HOLding Company Depositary ReceiptS” are service marks of Bank of America Corporation.

TABLE OF CONTENTS

Page

SUMMARY	3
RISK FACTORS	4
HIGHLIGHTS OF PHARMACEUTICAL HOLDRS	9
THE TRUST	17
DESCRIPTION OF PHARMACEUTICAL HOLDRS	17
DESCRIPTION OF THE UNDERLYING SECURITIES	19
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT	21
U.S. FEDERAL INCOME TAX CONSEQUENCES	25
ERISA CONSIDERATIONS	30
PLAN OF DISTRIBUTION	30
LEGAL MATTERS	30
WHERE YOU CAN FIND MORE INFORMATION	30

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This prospectus contains information you should consider when making your investment decision. With respect to information about Pharmaceutical 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 Pharmaceutical HOLDRS in any jurisdiction where the offer or sale is not permitted.

The Pharmaceutical 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 Pharmaceutical HOLDRS or of the underlying securities through an investment in the Pharmaceutical HOLDRS.

SUMMARY

The Pharmaceutical HOLding Company Depositary ReceiptS or HOLDRS Trust was formed under the depositary trust agreement, dated as of January 24, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Pharmaceutical HOLDRS. The depositary trust agreement was amended on November 22, 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 currently held by the trust with respect to each round-lot of Pharmaceutical HOLDRS is specified under “Highlights of Pharmaceutical HOLDRS—The Pharmaceutical HOLDRS.” This group of common stock, and the securities of any company that may be added to the Pharmaceutical HOLDRS, are collectively referred to in this prospectus as the common stock, the securities or the underlying securities. The companies included in the Pharmaceutical 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 Pharmaceutical HOLDRS are separate from the deposited underlying securities that are represented by the Pharmaceutical HOLDRS. On April 5, 2010, there were 9,712,900 Pharmaceutical HOLDRS outstanding.

RISK FACTORS

An investment in Pharmaceutical HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Pharmaceutical HOLDRS, including the risks associated with a concentrated investment in the pharmaceutical industry.

General Risk Factors

·	Loss of investment. Because the value of Pharmaceutical HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Pharmaceutical HOLDRS if the underlying securities decline in value.

·	Discount trading price. Pharmaceutical 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 Pharmaceutical HOLDRS or other corporate events, such as mergers, a Pharmaceutical 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 the other fractional shares of such underlying securities included in the Pharmaceutical HOLDRS and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional shares in the underlying securities. In addition, if you surrender your Pharmaceutical HOLDRS to receive the underlying securities 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 representative of the pharmaceutical industry. At the time of the initial offering on January 31, 2000, the companies included in the Pharmaceutical HOLDRS were generally considered to be involved in various segments of the pharmaceutical industry; however, since the time of the initial offering, the companies included in the Pharmaceutical HOLDRS may not be involved in the pharmaceutical industry. In this case, the Pharmaceutical HOLDRS may not consist of securities issued only by companies involved in the pharmaceutical industry. In addition, the market price of the underlying securities and the Pharmaceutical HOLDRS may not necessarily follow the price movements of the entire pharmaceutical industry generally. If the underlying securities decline in value, your investment in the Pharmaceutical HOLDRS will decline in value, even if common stock prices of companies involved in the pharmaceutical industry generally increase in value.

Not necessarily comprised of solely pharmaceutical companies. As a result of distributions of securities by companies included in the Pharmaceutical HOLDRS or other corporate events, such as mergers, securities of companies that are not currently included in the Pharmaceutical HOLDRS and that are not involved in the pharmaceutical industry may be included in the Pharmaceutical HOLDRS. The securities of a new company will only be distributed from the Pharmaceutical HOLDRS if the securities have a different Standard & Poor’s Corporation (“Standard & Poor’s”) sector classification than any of the underlying issuers included in Pharmaceutical HOLDRS at the time of the distribution or the corporate event or if the securities are not listed for trading on a U.S. national securities exchange. As of January 2, 2002, Standard & Poor’s Corporation sector classifications are based upon the Standard & Poor’s Global Industry Classification Standard (“GICS”) sectors. As there are only 10 broadly defined GICS sector classifications, the use of GICS sectors to determine whether a new company will be included in, or whether the securities of a new company are distributed from, the Pharmaceutical HOLDRS provides no assurance that each new company included in the Pharmaceutical HOLDRS will be involved in the pharmaceutical industry. Currently, the underlying securities included in the Pharmaceutical HOLDRS are represented in the Health Care GICS sector. As each Standard & Poor’s GICS sector is defined very broadly, the securities of a new company could have the same GICS sector classification as a company currently included in the Pharmaceutical HOLDRS yet not be involved in the pharmaceutical industry. In addition, the GICS sector classifications of securities included in the Pharmaceutical HOLDRS may change over time if the companies that issued these securities change their focus of operations resulting in a change to a GICS sector classification or if Standard & Poor’s alters the criteria it uses to determine GICS

sectors, or both. Therefore, additional GICS sectors may be represented in the Pharmaceutical HOLDRS, which may also result in the inclusion in the Pharmaceutical HOLDRS of the securities of a new company that is not involved in the pharmaceutical industry.

No investigation of underlying securities. The underlying securities initially included in the Pharmaceutical HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of the issuers and the market liquidity of common stock in the pharmaceutical industry, without regard for the value, price performance, volatility or investment merit of the underlying securities. The Pharmaceutical HOLDRS Trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and each of their respective affiliates, have not performed, and will not in the future perform, 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 respective affiliates.

Loss of diversification. As a result of industry developments, reorganizations or market fluctuations affecting issuers of the underlying securities, Pharmaceutical HOLDRS may not necessarily be a diversified investment in the pharmaceutical industry. In addition, reconstitution events, distributions of securities by an underlying issuer or other events, which may result in distributions of securities from, or the inclusion of additional securities in, the Pharmaceutical HOLDRS, may also reduce diversification. As a result, Pharmaceutical HOLDRS may represent a concentrated investment in one or more of the underlying securities, which would reduce investment diversification 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, participate in any form of stock repurchase program by an issuer of an underlying security or participate in a tender offer relating to one or more of the underlying securities, you will be required to cancel your Pharmaceutical HOLDRS and receive delivery of each of the underlying securities, including those underlying securities that you may not want to sell or are not subject to a tender offer or repurchase offer. The cancellation of your Pharmaceutical 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 Pharmaceutical HOLDRS will involve payment of a cancellation fee to the trustee.

Trading halts. Trading in Pharmaceutical HOLDRS on the NYSE Arca may be halted if (i) the Pharmaceutical HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Pharmaceutical HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Pharmaceutical HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (iv) any other event shall occur or conditions exists which, in the opinion of the NYSE Arca, makes further dealings on the NYSE Arca inadvisable. If trading is halted in Pharmaceutical HOLDRS, you will not be able to trade Pharmaceutical HOLDRS and you will only be able to trade the underlying securities if you cancel your Pharmaceutical HOLDRS and receive each of the underlying securities.

Delisting from the NYSE Arca. The NYSE Arca may consider delisting the Pharmaceutical HOLDRS if (i) the Pharmaceutical HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Pharmaceutical HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Pharmaceutical HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (iv) any other event shall occur or conditions exists which, in the opinion of the NYSE Arca, makes further listing of the Pharmaceutical HOLDRS on the NYSE Arca inadvisable. If the Pharmaceutical HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Pharmaceutical HOLDRS are listed for trading on another U.S. national securities exchange within five business days from the date the Pharmaceutical 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 Pharmaceutical 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 other services for issuers of the underlying securities in connection with its business.

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. You may, however, receive such cash or other distributions later than you would if you owned the underlying securities outside of the Pharmaceutical 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 the Companies Involved in Pharmaceutical Industry

·	Pharmaceutical company stock prices have been and will likely continue to be volatile. Pharmaceutical companies stock prices could be subject to wide fluctuations in response to a variety of factors, including:

announcements of technological innovations or new commercial products;

developments in patent or proprietary rights;

government regulatory initiatives;

public concern as to the safety or other implications of pharmaceutical products;

fluctuations in quarterly and annual financial results;

changes in financial estimates by securities analysts;

additions or departures of key personnel;

market conditions; and

difficulty in obtaining additional financing.

In addition, the trading prices of pharmaceutical stocks in general have experienced price and volume fluctuations. These fluctuations often have been and may in the future be unrelated or disproportionate to the operating performance of these companies. The valuations of many pharmaceutical 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 public’s perception of the prospects of pharmaceutical companies, generally, could depress the stock prices of a pharmaceutical company regardless of pharmaceutical companies’ results. Other broad market and industry factors may decrease the stock price of pharmaceutical 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 pharmaceutical stocks.

As a result of fluctuations in the trading prices of the companies included in the Pharmaceutical HOLDRS, the trading price of Pharmaceutical HOLDRS has fluctuated significantly. The initial offering price of a Pharmaceutical HOLDR, on January 31, 2000 was $93.72, and during 2009, the price of a Pharmaceutical HOLDR reached a high of $68.44 and a low of $49.26.

Pharmaceutical companies face uncertainty with respect to pricing and third party reimbursement. The ability of many pharmaceutical companies to commercialize current and any future products depends in part on the extent to which reimbursement for the cost of such products and related treatments are available from government health agencies, private health insurers and other third-party payors. Third-party payors are increasingly challenging the price and cost-effectiveness of medical products. Significant uncertainty exists as to the reimbursement status of health care products, and there can be no assurance that adequate third-party coverage will be available for pharmaceutical companies to obtain satisfactory price levels for their products. Government and other third-party payors are increasingly attempting to contain health care costs by a variety of means, including limiting both the degree of coverage and the level of reimbursement for new therapeutic products. If pharmaceutical companies do not obtain adequate coverage and reimbursement levels from

government and third-party payors for use of existing and potential products, the costs and market acceptance of their products could be adversely affected.

Protection of patent and proprietary rights of pharmaceutical companies is difficult and costly. The success of many pharmaceutical companies is highly dependent on their ability to obtain patents, to defend their existing patents and trade secrets and to operate in a manner that does not infringe the proprietary rights of other pharmaceutical companies.

Patent disputes are frequent and can preclude the successful commercial introduction of products and technologies. As a result, there is significant litigation in the pharmaceutical industry regarding patent and other intellectual property rights. Litigation is costly, diverts resources and can subject a pharmaceutical company to significant liabilities to third parties. In addition, a pharmaceutical company could be forced to obtain costly third-party licenses or cease using the technology or product in dispute.

Pharmaceutical companies must keep pace with rapid technological change to remain competitive. The pharmaceutical industry is highly competitive and is subject to rapid and significant technological change. The success of a pharmaceutical company will depend in large part on its ability to maintain a competitive position, measured largely by the effectiveness and marketing of its products. Any technological advancement, product or process that these companies develop may become obsolete before research and development expenses are recovered.

Research and development efforts may not result in successful products. A pharmaceutical company’s success depends on its ability to commit substantial resources to research and development and to obtain regulatory approval to market new pharmaceutical products. Development of a product requires substantial technical, financial and human resources and the research and development process that takes years from discovery to commercial product launch. This process is conducted in various stages, and during each stage there is a substantial risk that a pharmaceutical company will have to abandon a product in which it has substantially invested. A pharmaceutical company may choose product candidates that are unsuccessful, unable to be developed in a timely manner or that require excessive resources to bring to market. Delays or unanticipated increases in costs of development at any stage of development, or failure to obtain regulatory approval or market acceptance of products could adversely affect a pharmaceutical company’s results and financial condition.

Many pharmaceutical companies face intense competition from new products and less costly generic products. The pharmaceutical industry is highly competitive and rapidly changing. Many pharmaceutical companies are major international corporations with substantial resources for research and development, production and marketing. Proprietary pharmaceutical products, which are products under patent protection, face intense competition from other competitors’ similar proprietary products and many pharmaceutical companies also face increasing competition from similar generic products. Generic pharmaceutical competitors generally are able to obtain regulatory approval for drugs no longer covered by patents without investing in costly and time-consuming clinical trials, and need only demonstrate that their product is equivalent to the drug they wish to copy. As a result of their substantially reduced developments costs, generic pharmaceutical products are sold at lower prices than the original proprietary product. The introduction of a generic product can significantly reduce revenues received from a patented pharmaceutical product.

Pharmaceutical companies are subject to extensive government regulation. Pharmaceutical products offered by pharmaceutical companies are subject to extensive regulation by governmental authorities throughout the world. Many products require extensive pre-clinical testing and other testing, clinical trials, government review and final approval before any marketing of the products will be permitted. This procedure could take a number of years and involves the expenditure of substantial resources. The success of a pharmaceutical company’s products will depend, in part, upon obtaining and maintaining regulatory approval to market products and, once approved, complying with the continued review by regulatory agencies. The manufacturing process for pharmaceutical products is also highly regulated and pharmaceutical companies are subjected to periodic inspection of manufacturing facilities by regulatory agencies in many countries. Regulatory agencies may shut down manufacturing facilities that they find do not comply with regulations. The failure to obtain necessary government approvals, the restriction of existing approvals, loss of or changes to previously obtained approvals

or the failure to comply with regulatory requirements could result in fines, unanticipated expenditures, product delays, non-approval or recall, interruption of production and even criminal prosecution.

The international operations of many pharmaceutical companies 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. Many pharmaceutical companies have international operations and derive substantial revenue from international sales. The risks of international business that the companies are exposed to include the following:

volatility in 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;

volatility of currency markets and value of worldwide financial markets; and

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.

Pharmaceutical companies may be exposed to extensive product liability costs. Product liability is a significant commercial risk for many pharmaceutical companies. Substantial damage awards have been granted in several jurisdictions against pharmaceutical companies based upon claims for injuries allegedly caused by the use of their products. Many pharmaceutical companies obtain product liability insurance; however, a single product liability claim could exceed the coverage limits of a pharmaceutical company. Further, there can be no assurance that a pharmaceutical company will be able to obtain or maintain its product liability insurance, that it will continue to be able to obtain adequate product liability insurance on reasonable terms or that any product liability insurance obtained will provide adequate coverage against potential liabilities. The business, financial condition and results of operations of a pharmaceutical company could be materially and adversely affected by one or more successful product liability claims.

Many pharmaceutical companies are dependent on key personnel for success. The success of many pharmaceutical companies is highly dependent on the experience, abilities and continued services of key executive officers and key scientific and technical personnel. If these companies lose the services of any of these officers or key scientific and technical personnel, their future success could be undermined. The success of many pharmaceutical companies also depends upon their ability to attract and retain other highly qualified scientific, technical, sales and manufacturing personnel and their ability to develop and maintain relationships with qualified clinical researchers. Competition for such personnel and relationships is intense and many of these companies compete with each other and with universities and non-profit research organizations. There is no certainty that any of these pharmaceutical companies will be able to continue to attract and retain qualified personnel or develop and maintain relationships with clinical researchers.

Companies whose securities are included in the Pharmaceutical 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 Pharmaceutical HOLDRS. Companies whose securities are included in the Pharmaceutical 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 Pharmaceutical HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, delay their introduction of new products and services, or terminate operations completely. Any of these actions may reduce the market price of stocks in the pharmaceutical industry.

HIGHLIGHTS OF PHARMACEUTICAL HOLDRS

This discussion highlights information regarding Pharmaceutical HOLDRS. We present certain information more fully in the rest of this prospectus. You should read the entire prospectus carefully before you purchase Pharmaceutical HOLDRS.

Issuer	Pharmaceutical HOLDRS Trust.

The trust	The Pharmaceutical HOLDRS Trust was formed under the depositary trust agreement, dated as of January 24, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Pharmaceutical HOLDRS. The depositary trust agreement was amended on November 22, 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 Pharmaceutical HOLDRS representing the underlying securities issued by the trust. The trustee holds the underlying securities on behalf of the holders of Pharmaceutical HOLDRS.

Purpose of Pharmaceutical HOLDRS	Pharmaceutical HOLDRS were designed to achieve the following:

	Diversification. Pharmaceutical HOLDRS were initially designed to allow you to diversify your investments in the pharmaceutical industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. See “Risk Factors—General Risk Factors.”

	Flexibility. The beneficial owners of Pharmaceutical HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Pharmaceutical HOLDRS, and can cancel their Pharmaceutical HOLDRS to receive each of the underlying securities represented by the Pharmaceutical HOLDRS.

	Transaction costs. The expenses associated with buying and selling Pharmaceutical HOLDRS in the secondary market are expected to be less than separately buying and selling each of the underlying securities in a traditional brokerage account with transaction-based charges.

Trust assets	The trust holds shares of common stock issued by specified companies that, when initially selected, were involved in the pharmaceutical industry. 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 Pharmaceutical HOLDRS. Reconstitution events are described in this prospectus under the heading “Description of the Depositary Trust Agreement—Distributions” and “—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 Pharmaceutical HOLDRS	The trust has issued, and may continue to issue, Pharmaceutical HOLDRS that represent an undivided beneficial ownership interest in the shares of common stock that are held by the trust on your behalf. The Pharmaceutical HOLDRS themselves are separate from the underlying securities that are represented by the Pharmaceutical HOLDRS.

	The following table provides:

	·	the names of the issuers of the underlying securities currently represented by a Pharmaceutical HOLDR;

	·	the stock ticker symbols;

	·	the share amounts currently represented by a round-lot of 100 Pharmaceutical HOLDRS; and

	·	the principal U.S. market on which the common stock of the selected companies are traded.

Name of Company(1)(2)	Ticker	Share Amounts	Primary Trading Market
Abbott Laboratories	ABT	14.0000	NYSE
Allergan, Inc.	AGN	2.0000	NYSE
Biovail Corporation	BVF	4.0000	NYSE
Bristol-Myers Squibb Company	BMY	18.0000	NYSE
Eli Lilly & Company	LLY	10.0000	NYSE
Forest Laboratories, Inc.	FRX	4.0000	NYSE
Hospira, Inc.	HSP	1.4000	NYSE
Johnson & Johnson	JNJ	26.0000	NYSE
King Pharmaceuticals, Inc.	KG	4.2500	NYSE
Medco Health Solutions, Inc.	MHS	5.3064	NYSE
Merck & Co., Inc.	MRK	30.0738	NYSE
Mylan, Inc.	MYL	2.2500	NASDAQ GS
Pfizer Inc.	PFE	69.8200	NYSE
Valeant Pharmaceuticals	VRX	1.0000	NYSE
Watson Pharmaceuticals, Inc.	WPI	1.0000	NYSE
Zimmer Holdings Inc.	ZMH	1.8000	NYSE

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(1) On October 15, 2009, the merger of Wyeth and Pfizer Inc. became effective. As a result, Wyeth no longer is an underlying constituent of the Pharmaceutical HOLDRS Trust. In connection with the merger, Wyeth shareholders received 0.985 shares of Pfizer Inc. and $33.00 in cash for each share of Wyeth. The Bank of New York Mellon received 11.82 shares of Pfizer Inc. and $396.00 in cash for the 12 shares of Wyeth per 100 share round-lot of Pharmaceutical HOLDRS. As a result, once the allocation was completed by the Depository Trust Company, creations of Pharmaceutical HOLDRS required a deposit of 69.82 shares of Pfizer Inc. per 100 share round-lot of Pharmaceutical HOLDRS.

(2) On November 5, 2009, the merger of Schering-Plough Corporation and Merck & Co., Inc. became effective. As a result, Schering-Plough Corporation is no longer an underlying constituent of the Pharmaceutical HOLDRS Trust. In connection with the merger, Schering-Plough Corporation shareholders received 0.5767 shares of Merck & Co., Inc. and $10.50 in cash for each share of

Schering-Plough Corporation. The Bank of New York Mellon received 8.0738 shares of Merck & Co., Inc. and $147.00 per 100 share round-lot of Pharmaceutical HOLDRS. As a result, once the allocation was completed by The Depository Trust Company, creations of Pharmaceutical HOLDRS required a deposit of 30.0738 shares of Merck & Co., Inc. per 100 share round-lot of Pharmaceutical HOLDRS.

	The companies whose common stock were initially included in the Pharmaceutical HOLDRS at the time the Pharmaceutical HOLDRS were originally issued on January 31, 2000 were generally considered to be among the largest and most liquid companies with U.S.-traded common stock involved in the pharmaceutical industry as measured by market capitalization and trading volume on December 15, 1999. The market capitalization of a company is determined by multiplying the market price of its common stock by the number of outstanding shares of its common stock.

	The trust only will issue and cancel, and you only may obtain, hold, trade or surrender, Pharmaceutical HOLDRS in a round-lot of 100 Pharmaceutical HOLDRS and round-lot multiples.

	The trust will only issue Pharmaceutical HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Pharmaceutical HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Pharmaceutical HOLDRS, the trust may require a minimum of more than one round-lot of 100 Pharmaceutical HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Pharmaceutical HOLDRS.

	The number of outstanding Pharmaceutical 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 Pharmaceutical HOLDRS on a continuous basis when an investor deposits the required number of shares of common stock with the trustee.

Purchases	You may acquire Pharmaceutical HOLDRS in two ways:

	·	through an in-kind deposit of the required number of shares of common stock 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 Pharmaceutical HOLDRS by delivering to the trust the requisite shares of common stock represented by a round-lot of 100 Pharmaceutical 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 Pharmaceutical HOLDRS. If you wish to cancel your Pharmaceutical 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 Pharmaceutical HOLDRS.

Commissions	If you choose to deposit underlying securities in order to receive Pharmaceutical 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 that is 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 Pharmaceutical 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 Pharmaceutical 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.

Rights relating to Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 such fractional share. Except with respect to the right to vote for dissolution of the trust, the Pharmaceutical HOLDRS themselves will not have voting rights.

Rights relating to the underlying securities	Pharmaceutical HOLDRS represents your beneficial ownership of the underlying securities. Owners of Pharmaceutical HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially in “street name” outside of Pharmaceutical HOLDRS. These include the right to instruct the trustee to vote the underlying securities or you may attend shareholder meetings yourself, the right 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 Pharmaceutical HOLDRS and the right to surrender Pharmaceutical HOLDRS to receive the underlying securities. Pharmaceutical 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 Pharmaceutical HOLDRS. However, due to the nature of Pharmaceutical HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Pharmaceutical HOLDRS (and pay the applicable fees) and receive all of the underlying securities.

	A holder of Pharmaceutical HOLDRS is not a registered owner of the underlying securities. In order to become a registered owner, a holder of Pharmaceutical HOLDRS would need to surrender their Pharmaceutical 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 Pharmaceutical HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Pharmaceutical 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 the distributed securities have a Standard & Poor’s GICS sector classification that is different from the GICS sector classifications represented by the companies included in the Pharmaceutical HOLDRS at the time of the distribution. 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 Pharmaceutical 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 Pharmaceutical HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Pharmaceutical HOLDRS, including those underlying securities not subject to a tender offer or repurchase offer. 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 Pharmaceutical HOLDRS or other corporate events, such as mergers, a Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS are outstanding and each round-lot of 100 Pharmaceutical HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Pharmaceutical HOLDRS. If holders of 50,000 round-lots of 100 Pharmaceutical HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS.

	B.	If the Securities and 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 its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Pharmaceutical 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 received from the acquiring company to the beneficial owners of Pharmaceutical HOLDRS; provided that any securities received as consideration will be distributed only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Pharmaceutical HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange. In any other case, the additional securities received will be deposited into the trust.

	D.	If an issuer’s underlying securities are delisted from trading on a U.S. national securities exchange and are not listed for trading on another U.S. national securities exchange within five business days from the date the securities are delisted.

	To the extent a distribution of underlying securities from the Pharmaceutical 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.

	In addition, securities of a new company will be added to the Pharmaceutical HOLDRS, as a result of a distribution of securities by an underlying issuer or where a corporate event occurs, or where the

	securities of an underlying issuer are exchanged for the securities of another company, unless the securities have a Standard & Poor’s GICS sector classification that is different from the GICS sector classification of any other security then included in the Pharmaceutical HOLDRS or if the securities received are not listed for trading on a U.S. national securities exchange.

	It is anticipated that, as a result of the broadly defined Standard & Poor’s GICS sectors, most distributions or exchanges of securities will result in the inclusion of new securities in the Pharmaceutical HOLDRS.

	The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities will be included in the Pharmaceutical HOLDRS or distributed to you.

Standard & Poor’s sector classifications	Standard & Poor’s Corporation is an independent source of market information that, among other things, maintains the Global Industry Classification Standard, which classifies the securities of public companies into various sector classifications based upon GICS sectors, which are derived from its own criteria. The GICS classification standards were exclusively effective as of January 2, 2002. There are 10 Standard & Poor’s GICS sector classifications and each class of publicly traded securities of a company is given only one GICS sector classification. The securities included in the Pharmaceutical HOLDRS are currently represented in the Health Care GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Pharmaceutical HOLDRS may change over time if the companies that issued these securities change their focus of operations or if Standard & Poor’s alters the criteria it uses to determine GICS sectors, or both.

Termination events	A.	The Pharmaceutical HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS as directly owning the underlying securities. The Pharmaceutical HOLDRS themselves will not result in any U.S. federal income tax consequences separate from the tax consequences associated with ownership of the underlying securities. See “U.S. Federal Income Tax Consequences.”

Listing	The Pharmaceutical HOLDRS are listed on the NYSE Arca under the symbol “PPH.”

Trading	Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Pharmaceutical HOLDRS. Bid and ask prices, however, are quoted per single Pharmaceutical HOLDRS.

Clearance and settlement	Pharmaceutical HOLDRS have been issued only in book-entry form. Pharmaceutical 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 Pharmaceutical HOLDRS.”

THE TRUST

General. This discussion highlights information about the Pharmaceutical HOLDRS Trust. You should read this information, information about the depositary trust agreement, the depositary trust agreement and the amendment to the depositary trust agreement, in addition to other information included in this prospectus and the publicly available information about the issuers of the underlying securities, before you purchase Pharmaceutical HOLDRS. The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”

The Pharmaceutical HOLDRS Trust. The trust was formed pursuant to the depositary trust agreement, dated as of January 24, 2000. The depositary trust agreement was amended on November 22, 2000. The Bank of New York Mellon is the trustee. The Pharmaceutical HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.

The Pharmaceutical HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Pharmaceutical 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 PHARMACEUTICAL HOLDRS

The trust has issued Pharmaceutical HOLDRS under the depositary trust agreement described in this prospectus under the heading “Description of the Depositary Trust Agreement.” The trust may issue additional Pharmaceutical HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee.

You may only acquire, hold, trade and surrender Pharmaceutical HOLDRS in a round-lot of 100 Pharmaceutical HOLDRS and round-lot multiples. The trust will only issue Pharmaceutical HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Pharmaceutical 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 Pharmaceutical HOLDRS, the trust may require a minimum of more than one round-lot of 100 Pharmaceutical HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Pharmaceutical HOLDRS.

Pharmaceutical HOLDRS will represent your individual and undivided beneficial ownership interest in the common stock of the specified underlying securities. The companies selected as part of this receipt program are listed above in the section entitled “Highlights of Pharmaceutical HOLDRS—The Pharmaceutical HOLDRS.”

Beneficial owners of Pharmaceutical 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 underlying common stock, 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 Pharmaceutical HOLDRS to receive the underlying securities. See “Description of the Depositary Trust Agreement.” Pharmaceutical 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. Pharmaceutical 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 Pharmaceutical HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Pharmaceutical HOLDRS. Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”

Pharmaceutical 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. Pharmaceutical HOLDRS are available

only in book-entry form. Owners of Pharmaceutical HOLDRS may hold their Pharmaceutical 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 initially included in the Pharmaceutical HOLDRS were the shares of common stock of a group of specified companies that, at the time of selection, were involved in various segments of the pharmaceutical industry and whose common stock was registered under section 12 of the Exchange Act. The issuers of the underlying securities were, at the time of selection, among the largest capitalized and most liquid companies involved in the pharmaceutical industry as measured by market capitalization and trading volume. As a result of a reconstitution event, a distribution of securities by an underlying issuer or other event, the companies whose common stock is included in the Pharmaceutical HOLDRS may no longer meet the initial selection criteria and may no longer consist exclusively of securities issued by companies involved in the pharmaceutical industry.

Underlying securities. For a list of the underlying securities represented by Pharmaceutical HOLDRS, please refer to “Highlights of Pharmaceutical HOLDRS—The Pharmaceutical 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 Pharmaceutical 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, and any of their respective 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 of the underlying securities currently represented by a single Pharmaceutical HOLDRS, measured at the close of the business day as of the end of each month from June 30, 1998 to March 31, 2010. The following graph sets forth such performance at the close of each business day during the same period. 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		2000	Closing Price		2002	Closing Price		2004	Closing Price
June 30		174.24	January 31		104.05	January 31		95.63	January 30		82.48
July 31		172.87	February 29		90.05	February 28		96.42	February 27		83.17
August 31		152.43	March 31		92.72	March 28		94.13	March 31		77.95
September 30		171.31	April 28		104.18	April 30		86.66	April 30		81.86
October 30		177.73	May 31		110.53	May 31		84.53	May 28		81.47
November 30		190.20	June 30		120.59	June 28		76.90	June 30		80.00
December 31		200.90	July 31		112.05	July 31		75.03	July 30		75.06
			August 31		108.87	August 30		76.12	August 31		76.59
			September 29		115.84	September 30		71.43	September 30		71.01
			October 31		120.66	October 31		78.35	October 29		69.46
			November 30		126.36	November 29		81.88	November 30		67.96
			December 29		129.37	December 31		77.24	December 31		71.46

1999	Closing Price		2001	Closing Price		2003	Closing Price		2005	Closing Price
January 29		202.60	January 31		115.03	January 31		74.22	January 31		67.35
February 26		184.91	February 28		116.73	February 28		72.48	February 28		71.02
March 31		179.91	March 30		107.52	March 31		75.58	March 31		71.10
April 30		159.83	April 30		111.92	April 30		77.60	April 29		73.67
May 28		152.56	May 31		112.70	May 30		77.24	May 31		73.40
June 30		158.40	June 29		93.83	June 30		81.81	June 30		72.32
July 30		100.72	July 31		100.06	July 31		78.05	July 29		71.13
August 31		108.08	August 31		94.99	August 29		75.26	August 31		69.56
September 30		100.43	September 28		97.66	September 30		75.41	September 30		68.39
October 29		113.67	October 31		98.25	October 31		74.74	October 31		65.25
November 30		111.80	November 30		101.58	November 28		75.66	November 30		64.65
December 31		101.15	December 31		96.57	December 31		80.57	December 30		67.97

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January 31		70.65	January 31		79.43	January 31		73.00	January 30		55.77
February 28		71.12	February 28		77.20	February 29		70.33	February 27		47.96
March 31		70.74	March 30		77.62	March 31		68.14	March 31		51.84
April 28		70.02	April 30		83.36	April 30		67.73	April 30		49.75
May 31		68.36	May 31		84.20	May 30		68.10	May 29		53.88
June 30		70.07	June 29		79.60	June 30		64.25	June 30		54.87
July 31		74.61	July 31		76.03	July 31		65.64	July 31		57.79
August 31		76.22	August 31		78.07	August 29		67.52	August 31		59.30
September 29		77.73	September 28		79.72	September 30		64.39	September 30		60.10
October 31		77.66	October 31		81.90	October 31		58.74	October 30		59.70
November 30		77.09	November 30		82.49	November 28		55.65	November 30		65.41
December 29		76.67	December 31		80.25	December 31		59.45	December 31		66.03

2010			Closing Price
January 29			65.71
February 26			64.98
March 31			66.34

DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT

General. The depositary trust agreement, dated as of January 24, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Pharmaceutical HOLDRS, provides that Pharmaceutical HOLDRS will represent an owner’s undivided beneficial ownership interest in the common stock of the underlying companies. The depositary trust agreement was amended on November 22, 2000 to modify the reconstitution events, as described below.

The trustee. The Bank of New York Mellon serves as trustee for Pharmaceutical 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 Pharmaceutical HOLDRS. You may create and cancel Pharmaceutical HOLDRS only in round-lots of 100 Pharmaceutical HOLDRS. You may create Pharmaceutical HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Pharmaceutical HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Pharmaceutical HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Pharmaceutical HOLDRS, the trust may require a minimum of more than one round-lot of 100 Pharmaceutical HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Pharmaceutical HOLDRS. Similarly, you must surrender Pharmaceutical HOLDRS in integral multiples of 100 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Pharmaceutical 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 Pharmaceutical HOLDRS unless such securities are not listed for trading on a U.S. national securities exchange or such securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities in the Pharmaceutical HOLDRS at the time of the distribution of such securities. 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS.

Further issuances of Pharmaceutical HOLDRS. The depositary trust agreement provides for further issuances of Pharmaceutical HOLDRS on a continuous basis without your consent.

Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities from Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS; provided that any securities received as consideration will be distributed only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Pharmaceutical HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange. 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 and are not listed for trading on another U.S. national securities exchange within five business days from the date such securities are delisted.

To the extent a distribution of underlying securities is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event.

As provided in the depositary trust agreement, securities of a new company will be added to the Pharmaceutical HOLDRS, as a result of a distribution of securities by an underlying issuer, where a corporate event occurs, such as a merger, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Pharmaceutical HOLDRS or if the securities received are not listed for trading on a U.S. national securities exchange.

It is anticipated that, as a result of the broadly defined Standard & Poor’s GICS sectors, most distributions or exchanges of securities will result in the inclusion of new securities in the Pharmaceutical HOLDRS. The trustee

will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities will be included in the Pharmaceutical HOLDRS or distributed from the Pharmaceutical HOLDRS to you.

Standard & Poor’s sector classifications. Standard & Poor’s Corporation is an independent source of market information that, among other things, maintains the Global Industry Classification Standard, which classifies the securities of public companies into various sector classifications based upon GICS sectors, which are derived from its own criteria. There are 10 Standard & Poor’s GICS sector classifications and each class of publicly traded securities of a company is given only one GICS sector classification. The securities included in the Pharmaceutical HOLDRS are currently represented in the Health Care GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Pharmaceutical HOLDRS may change over time if the companies that issued these securities change their focus of operations or if Standard & Poor’s alters the criteria it uses to determine GICS sectors, or both.

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 Pharmaceutical HOLDRS will surrender their Pharmaceutical 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 Pharmaceutical HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Pharmaceutical HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of outstanding Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Pharmaceutical HOLDRS.

Issuance and cancellation fees. If you wish to create Pharmaceutical 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 Pharmaceutical HOLDRS. If you wish to cancel your Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS as part of a conversion transaction, straddle, 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS

A U.S. receipt holder purchasing and owning Pharmaceutical HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS. Similarly, with respect to sales of Pharmaceutical HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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; 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 of the dividend (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 Pharmaceutical 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 Pharmaceutical 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. 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 Pharmaceutical 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 Pharmaceutical HOLDRS, including the advisability and feasibility of making any elections thereunder.

U.S. receipt holders also generally would be required to file Internal Revenue Service (“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 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 Pharmaceutical 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 five percent 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Pharmaceutical HOLDRS. The trust delivered the initial distribution of Pharmaceutical HOLDRS against deposit of the underlying securities in New York, New York on approximately February 11, 2001.

Investors who purchase Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 at 100 F Street, N.E.,

Washington, D.C. 20549. 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 Pharmaceutical HOLDRS. This prospectus relates only to Pharmaceutical 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 Pharmaceutical 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 Pharmaceutical 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 trading market, of each of the underlying securities in each month during 2005, 2006, 2007, 2008 and 2009 through to March 31, 2010. The historical prices of the underlying securities should not be taken as an indication of future performance.

ABBOTT LABORATORIES (ABT)

Abbott Laboratories manufactures and sells health care products worldwide. The company’s Pharmaceutical Products segment offers adult and pediatric pharmaceuticals for rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis, psoriasis, Crohn's disease, dyslipidemia, HIV infection, hypothyroidism, advanced prostate cancer, endometriosis and central precocious puberty, anemia caused by uterine fibroids, obesity, epilepsy and bipolar disorder, migraines, and secondary hyperparathyroidism; and provides anesthesia products and anti-infectives. Its Diagnostic Products segment offers immunoassay systems; chemistry systems; assays used for screening and/or diagnosis for drugs of abuse, cancer, therapeutic drug monitoring, fertility, physiological diseases, and infectious diseases; instruments that automate the extraction, purification, and preparation of DNA and RNA from patient samples, and detect and measure infections agents; genomic-based tests; hematology systems and reagents; and point-of-care diagnostic systems and tests for blood analysis. The company’s Nutritional Products segment provides various forms of prepared infant formula and follow-on formula, adult and other pediatric nutritional products, nutritional products used in enteral feeding in health care institutions, and bars and nutritional brands. Its Vascular Products segment offers coronary, endovascular, and vessel closure devices, such as drug-eluting coronary stent systems, coronary metallic stents, balloon dilatation products, coronary guidewires, vessel closure devices, and carotid stent systems to treat vascular disease.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		45.02	January		43.15	January		53.00	January		56.18	January		55.44	January		52.94
February		45.99	February		44.18	February		54.62	February		53.55	February		47.34	February		54.28
March		46.62	March		42.47	March		55.80	March		55.15	March		47.70	March		52.68
April		49.16	April		42.74	April		56.62	April		52.75	April		41.85
May		48.24	May		42.70	May		56.35	May		56.35	May		45.06
June		49.01	June		43.61	June		53.55	June		52.97	June		47.04
July		46.63	July		47.77	July		50.69	July		56.34	July		44.99
August		45.13	August		48.70	August		51.91	August		57.43	August		45.23
September		42.40	September		48.56	September		53.62	September		57.58	September		49.47
October		43.05	October		47.51	October		54.62	October		55.15	October		50.57
November		37.71	November		46.66	November		57.51	November		52.39	November		54.49
December		39.43	December		48.71	December		56.15	December		53.37	December		53.99

A-1

ALLERGAN, INC. (AGN)

Allergan, Inc., a multi-specialty healthcare company, discovers, develops, and commercializes specialty pharmaceutical, medical device, and over-the-counter products for the ophthalmic, neurological, medical aesthetics, medical dermatological, breast aesthetics, obesity intervention, urological, and other specialty markets worldwide. It operates in two segments, Specialty Pharmaceuticals and Medical Devices. The Specialty Pharmaceuticals segment offers a range of pharmaceutical products, including ophthalmic products for chronic dry eye, glaucoma therapy, ocular inflammation, infection, and allergy; Botox for the therapeutic and aesthetic indications; skin care products for acne, psoriasis, and other skin care products; eyelash growth products; and urologics products. The Medical Devices segment offers a range of medical devices, such as breast implants for augmentation, revision, and reconstructive surgery; obesity intervention products, including the Lap-Band System and the BIB BioEnterics Intragastric Balloon; and facial aesthetics products. The company also offers Contigen for the treatment of urinary incontinence due to intrinsic sphincter deficiency. It sells its products to drug wholesalers, independent and chain drug stores, pharmacies, commercial optical chains, opticians, mass merchandisers, food stores, hospitals, group purchasing organizations, integrated direct hospital networks, and ambulatory surgery centers, as well as to medical practitioners, including ophthalmologists, neurologists, dermatologists, plastic and reconstructive surgeons, aesthetic specialty physicians, bariatric surgeons, pediatricians, urologists, and general practitioners.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		37.98	January		58.20	January		58.36	January		67.08	January		38.12	January		57.50
February		37.59	February		54.13	February		55.86	February		59.23	February		38.74	February		58.43
March		34.74	March		54.25	March		55.41	March		56.39	March		47.76	March		65.32
April		35.20	April		51.36	April		60.60	April		56.37	April		46.66
May		38.66	May		47.41	May		62.27	May		57.62	May		44.13
June		42.62	June		53.63	June		57.64	June		52.05	June		47.58
July		44.69	July		53.93	July		58.13	July		51.93	July		53.43
August		46.03	August		57.28	August		60.01	August		55.87	August		55.92
September		45.81	September		56.31	September		64.47	September		51.50	September		56.76
October		44.65	October		57.75	October		67.58	October		39.67	October		56.25
November		50.00	November		58.29	November		67.04	November		37.68	November		58.13
December		53.98	December		59.87	December		64.24	December		40.32	December		63.01

A-2

BIOVAIL CORPORATION (BVF)

Biovail Corporation, a pharmaceutical company, engages in the formulation, clinical testing, registration, manufacture, and commercialization of pharmaceutical products principally in the United States and Canada. The company focuses on central nervous system disorders, pain management, and cardiovascular diseases. Its products include Xenazine for the treatment of chorea associated with Huntington's disease; Wellbutrin XL for the treatment of depression in adults; Ultram ER for the management of chronic pain in adults; Zovirax Ointment for the management of initial genital herpes; Zovirax Cream for the treatment of herpes labialis; and Cardizem LA that provides blood pressure control. The company also provides Tiazac/Tiazac XC for the treatment of hypertension and angina; Wellbutrin SR for the treatment of depression; Zyban for smoking cessation treatment; Monocor for the treatment of hypertension and congestive heart failure; Retavase, a tissue plasminogen activator used in thrombolytic therapy; Glumetza to control hyperglycemia in adult patients with non-insulin dependent and mature onset diabetes; Ralivia for the management of pain; and Nitoman for the treatment of hyperkinetic movement disorders, such as Huntington's chorea, Hemiballismus, Senile Chorea, Tic and Gilles de la Tourette Syndrome, and Tardive Dyskinesia. Its legacy products comprise Cardizem CD medications in the calcium channel blocker category of cardiovascular drugs; Ativan for the management of anxiety disorders; and Isordil to treat prophylaxis of ischemic heart pain associated with coronary insufficiency. The company’s generic products consist of bioequivalent formulations of Cardizem CD, Adalat CC, Procardia XL, Tiazac, Voltaren XR, and Trental. In addition, it offers research, development, and clinical contract research services to third parties.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		16.25	January		22.65	January		20.38	January		13.70	January		10.93	January		14.52
February		16.04	February		25.17	February		20.75	February		14.17	February		10.55	February		14.83
March		15.08	March		24.35	March		21.86	March		10.65	March		10.95	March		16.77
April		13.84	April		26.06	April		24.39	April		11.44	April		10.99
May		15.82	May		24.56	May		24.26	May		11.73	May		12.72
June		15.52	June		23.41	June		25.42	June		9.65	June		13.45
July		15.77	July		22.19	July		19.09	July		10.15	July		13.39
August		17.94	August		16.34	August		17.52	August		10.70	August		12.72
September		23.37	September		15.24	September		17.37	September		9.77	September		15.43
October		21.79	October		15.47	October		20.01	October		8.60	October		13.46
November		23.52	November		17.77	November		15.29	November		8.55	November		14.43
December		23.73	December		21.16	December		13.46	December		9.45	December		13.96

A-3

BRISTOL-MYERS SQUIBB COMPANY (BMY)

Bristol-Myers Squibb Company, a biopharmaceutical company, engages in discovering, developing, and delivering medicines for serious diseases. The company focuses on the areas of serious unmet medical need, such as cardiovascular disease, mental illness, cancer, HIV/AIDS, hepatitis B and C, rheumatoid arthritis, type 2 diabetes, solid organ transplantation, and Alzheimer's disease. Its lead products include cardiovascular medicines, including PLAVIX and AVAPRO/AVALIDE; ABILIFY, a medicine for the treatment of mental illness; ERBITUX, SPRYCEL, and IXEMPRA, which are cancer medicines; HIV medicines, such as REYATAZ, SUSTIVA, and ATRIPLA; BARACLUDE, a medicine for hepatitis B; ONGLYZA, a type 2 diabetes treatment; and ORENCIA, a medicine for rheumatoid arthritis. The company also has a pipeline with compounds in phase III clinical trials, including apixaban, dapagliflozin, ipilimumab, belatacept, and brivanib. It sells its products to wholesalers, distributors, retailers, hospitals, clinics, government agencies, and pharmacies.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		23.44	January		22.79	January		28.79	January		23.02	January		21.41	January		24.36
February		25.03	February		23.10	February		26.38	February		22.61	February		18.41	February		24.51
March		25.46	March		24.61	March		27.76	March		21.30	March		21.92	March		26.70
April		26.00	April		25.38	April		28.86	April		21.97	April		19.20
May		25.36	May		24.55	May		30.31	May		22.79	May		19.92
June		24.98	June		25.86	June		31.56	June		20.53	June		20.31
July		24.98	July		23.97	July		28.41	July		21.12	July		21.74
August		24.47	August		21.75	August		29.15	August		21.34	August		22.13
September		24.06	September		24.92	September		28.82	September		20.85	September		22.52
October		21.17	October		24.75	October		29.99	October		20.55	October		21.80
November		21.59	November		24.83	November		29.63	November		20.70	November		25.31
December		22.98	December		26.32	December		26.52	December		23.25	December		25.25

ELI LILLY & COMPANY (LLY)

Eli Lilly and Company develops, manufactures, and sells pharmaceutical products worldwide. It offers neuroscience products to treat schizophrenia, manic episodes, and bipolar maintenance; depression and diabetic peripheral neuropathic pain; attention-deficit hyperactivity disorder in children, adolescents, and adults; depression, bulimia nervosa, and obsessive-compulsive disorders; and bipolar depression. The company’s endocrinology products are used for diabetes; type 2 diabetes; osteoporosis in postmenopausal women; osteoporosis in postmenopausal women and men at high risk for fracture; and human growth hormone deficiency and idiopathic short stature. It also provides oncology products to prevent pancreatic, metastatic breast, non-small cell lung, ovarian, and bladder cancers; malignant pleural mesothelioma; and colorectal cancers, as well as offers cardiovascular products for treating erectile dysfunction, atherothrombotic events in patients with acute coronary syndromes undergoing percutaneous coronary invention and adults with severe sepsis at high risk of death. In addition, the company offers animal health products, such as cattle feed additives; antibiotics used to treat respiratory diseases and other diseases in cattle, swine, and poultry; protein supplements to improve milk productivity in dairy cows; anticoccidial agents for use in poultry; antibiotics used to control enteric infections in calves and swine; parasiticides for use on cattle and premises; and products that prevents flea infestations on dogs, as well as other pharmaceutical products to treat staphylococcal infections and bacterial infections.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		54.24	January		56.62	January		54.12	January		51.39	January		36.82	January		35.20
February		56.00	February		55.62	February		52.59	February		50.02	February		29.38	February		34.34
March		52.10	March		55.30	March		53.71	March		51.59	March		33.41	March		36.22
April		58.47	April		52.92	April		59.13	April		48.14	April		32.92
May		58.30	May		51.64	May		58.62	May		48.14	May		34.57
June		55.71	June		55.27	June		55.88	June		46.16	June		34.64
July		56.32	July		56.77	July		54.09	July		47.11	July		34.89
August		55.02	August		55.93	August		57.35	August		46.65	August		33.46
September		53.52	September		57.00	September		56.93	September		44.03	September		33.03
October		49.79	October		56.01	October		54.15	October		33.82	October		34.01
November		50.50	November		53.59	November		52.95	November		34.15	November		36.73
December		56.59	December		52.10	December		53.39	December		40.27	December		35.71

A-4

FOREST LABORATORIES, INC. (FRX)

Forest Laboratories, Inc. develops, manufactures, and sells branded and generic forms of ethical drug products. Its principal products include Lexapro to treat depression; Namenda to treat Alzheimer's disease; Bystolic, beta-blocker to treat hypertension; and Savella for the treatment of fibromyalgia. The company also provides Sudocrem, a topical preparation to treat diaper rash; Colomycin, an antibiotic to treat cystic fibrosis; Infacol, which is used to treat infant colic; and Exorex, which is to treat eczema and psoriasis. In addition, its products include Dutogliptin, a small molecule dipeptidyl-peptidase-4 inhibitor, which is in Phase III studies to treat Type II diabetes mellitus; F2695 that completed Phase II study and is a selective norepinephrine and serotonin reuptake inhibitor for the treatment of depression and other central nervous system disorders; and ceftaroline acetate, a injectable cephalosporin antibiotic that exhibits bactericidal activity against the strains of gram-positive bacteria. Further, the company’s products comprise NXL104, an intravenous beta-lactamase inhibitor; Linaclotide for the treatment of constipation-predominant irritable bowel syndrome and chronic constipation; Aclidinium, an inhaling therapy, which is in Phase III studies for chronic obstructive pulmonary disease; and Cariprazine, an atypical antipsychotic in Phase II(b) studies for the treatment of schizophrenia, bipolar mania, and other psychiatric conditions. Additionally, its products include Oglemilast, a phosphodiesterase-IV inhibitor in Phase II study to treat COPD and asthma; and Benicar, an angiotensin receptor blocker to treat hypertension.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		41.53	January		46.28	January		56.11	January		39.68	January		25.04	January		29.64
February		42.70	February		45.90	February		51.76	February		39.77	February		21.44	February		29.88
March		36.95	March		44.63	March		51.44	March		40.01	March		21.96	March		31.36
April		35.68	April		40.38	April		53.21	April		34.71	April		21.69
May		38.58	May		37.48	May		50.71	May		35.91	May		23.69
June		38.85	June		38.69	June		45.65	June		34.74	June		25.11
July		39.92	July		46.31	July		40.20	July		35.51	July		25.83
August		44.40	August		49.98	August		37.63	August		35.69	August		29.27
September		38.97	September		50.61	September		37.29	September		28.28	September		29.44
October		37.91	October		48.94	October		39.07	October		23.23	October		27.67
November		39.07	November		48.70	November		38.55	November		24.18	November		30.66
December		40.68	December		50.60	December		36.45	December		25.47	December		32.11

A-5

HOSPIRA, INC. (HSP)

Hospira, Inc., a specialty pharmaceutical and medication delivery company, engages in the development, manufacture, and marketing of pharmaceuticals and medication delivery systems in the United States and internationally. It offers generic acute-care and oncology injectables, as well as integrated infusion therapy and medication management systems for hospitals, wholesalers, integrated delivery networks, and alternate site providers, such as clinics, home healthcare providers, and long-term care facilities. The company primarily provides specialty injectable pharmaceutical products that consist of generic injectable pharmaceuticals for analgesia, anesthesia, anti-infective, cardiovascular, and oncology therapeutic areas, as well as Precedex (dexmedetomidine HCl), a proprietary sedative. Its proprietary drug delivery options include Carpuject and iSecure prefilled syringes, Ansyr prefilled needleless emergency syringe systems, First Choice ready-to-use premixed formulations, and the ADD-Vantage System for preparing drug solutions from prepackaged drug powders or concentrates. The company also offers infusion therapy solutions and supplies that include I.V. solutions for general use; and I.V. nutrition products and solutions for the washing and cleansing of wounds or surgical sites. In addition, it provides medication management systems that include electronic drug delivery pumps, safety software, and administration sets that are used to deliver I.V. fluids and medications. Further, the company offers gravity administration sets, hemodynamic monitoring systems used to monitor cardiac function and blood flow in critically ill patients, disposable blood-pressure-sensing devices, blood sampling systems, catheter systems, and needle stick safety products. Additionally, Hospira involves in the provision of formulation development, and injectable and oral drug filling and finishing services.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		28.89	January		44.75	January		36.78	January		41.01	January		24.90	January		50.64
February		29.60	February		39.70	February		38.31	February		42.56	February		23.20	February		52.33
March		32.27	March		39.46	March		40.90	March		42.77	March		30.86	March		56.65
April		33.55	April		38.55	April		40.55	April		41.15	April		32.87
May		38.08	May		44.81	May		39.84	May		41.94	May		34.50
June		39.00	June		42.94	June		39.04	June		40.11	June		38.52
July		38.25	July		43.69	July		38.67	July		38.16	July		38.43
August		39.84	August		36.63	August		38.65	August		40.36	August		39.09
September		40.97	September		38.27	September		41.45	September		38.20	September		44.60
October		39.85	October		36.35	October		41.33	October		27.82	October		44.64
November		44.15	November		32.80	November		43.30	November		30.03	November		46.95
December		42.78	December		33.58	December		42.64	December		26.82	December		51.00

A-6

JOHNSON & JOHNSON (JNJ)

Johnson & Johnson engages in the research and development, manufacture, and sale of various products in the health care field worldwide. Its Consumer segment provides products used in baby care, skin care, oral care, wound care, and women’s health care fields, as well as nutritional and over-the-counter pharmaceutical products under JOHNSON’S, AVEENO, CLEAN & CLEAR, NEUTROGENA, RoC, LUBRIDERM, LISTERINE, REACH, CAREFREE, STAYFREE, SPLENDA, TYLENOL, SUDAFED, ZYRTEC, MOTRIN IB, and PEPCID AC names. The company’s Pharmaceutical segment offers products in various therapeutic areas, such as anti-infective, antipsychotic, cardiovascular, contraceptive, dermatology, gastrointestinal, hematology, immunology, neurology, oncology, pain management, urology, and virology. Its products include REMICADE, a biologic to treat Crohn’s disease, ankylosing spondylitis, psoriasis, psoriatic arthritis, ulcerative colitis, and used to treat rheumatoid arthritis; TOPAMAX, for adjunctive and monotherapy use in epilepsy, as well as for treating migraines; PROCRIT that stimulates red blood cell production; RISPERDAL oral, a medication to treat the symptoms of schizophrenia, bipolar mania, and irritability associated with autistic behavior in indicated patients; RISPERDAL CONSTA, an injectable, and INVEGATM Extended-Release tablets to treat schizophrenia; LEVAQUIN and FLOXIN, anti-infective products; CONCERTA, a product for treating attention deficit hyperactivity disorder; ACIPHEX/PARIET, a proton pump inhibitor; and DURAGESIC/Fentanyl Transdermal, a treatment for chronic pain. Johnson & Johnson’s Medical Devices and Diagnostics segment offers circulatory disease management, orthopaedic joint reconstruction and spinal care and sports medicine, surgical care and women’s health, minimally invasive surgical, blood glucose monitoring and insulin delivery, and diagnostic products, as well as disposable contact lenses.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		64.70	January		57.54	January		66.80	January		63.14	January		57.69	January		62.86
February		65.60	February		57.65	February		62.93	February		61.96	February		50.00	February		63.00
March		67.16	March		59.22	March		60.26	March		64.87	March		52.60	March		65.20
April		68.63	April		58.61	April		64.22	April		67.09	April		52.36
May		67.10	May		60.22	May		63.27	May		66.74	May		55.16
June		65.00	June		59.92	June		61.62	June		64.34	June		56.80
July		63.96	July		62.55	July		60.50	July		68.47	July		60.89
August		63.39	August		64.66	August		61.79	August		70.43	August		60.44
September		63.28	September		64.94	September		65.70	September		69.28	September		60.89
October		62.62	October		67.40	October		65.17	October		61.34	October		59.05
November		61.75	November		65.91	November		67.74	November		58.58	November		62.84
December		60.10	December		66.02	December		66.70	December		59.83	December		64.41

A-7

KING PHARMACEUTICALS, INC. (KG)

King Pharmaceuticals, Inc. research and develops, manufactures, markets, and sells branded prescription pharmaceutical products and animal health products worldwide. The company’s branded prescription pharmaceuticals include neuroscience products, such as Skelaxin, Avinza, and Sonata; hospital products, including Thrombin-JMI and Synercid; acute care products that comprise Bicillin and Intal; and legacy products consisting of Altace, Levoxyl, and Cytomel to general/family practitioners, internal medicine physicians, neurologists, pain specialists, surgeons, and hospitals. Its animal health business focuses on medicated feed additives (MFAs) and water-soluble therapeutics, which are anti-infective products primarily for poultry, cattle, and swine markets. The company also manufactures and markets pharmaceutical products that are delivered using an auto-injector to commercial and government markets. Its auto-injector products include EpiPen, an auto-injector filled with epinephrine for the treatment of anaphylaxis resulting from severe or allergic reactions to insect stings or bites, foods, drugs, and other allergens, as well as idiopathic or exercise-induced anaphylaxis; the nerve agent antidotes, including AtroPen and ComboPen; and the Antidote Treatment Nerve Agent Auto-injector. King Pharmaceuticals also licenses rights to third-party pharmaceutical companies to manufacture and market adenosine-based products, Adenoscan and Adenocard. Adenoscan is a sterile, intravenous solution of adenosine administered intravenously as an adjunct to imaging agents used in cardiac stress testing of patients. Adenocard is a sterile solution of adenosine administered intravenously in emergency situations to convert certain irregular heart rhythms to normal sinus rhythms.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		10.51	January		18.75	January		17.86	January		10.49	January		8.74	January		12.01
February		9.55	February		16.25	February		18.65	February		10.60	February		7.34	February		11.25
March		8.31	March		17.25	March		19.67	March		8.70	March		7.07	March		11.76
April		8.00	April		17.39	April		20.45	April		9.39	April		7.88
May		9.46	May		17.78	May		21.24	May		10.26	May		9.46
June		10.42	June		17.00	June		20.46	June		10.47	June		9.63
July		11.15	July		17.02	July		17.01	July		11.51	July		9.07
August		14.70	August		16.22	August		15.03	August		11.44	August		10.38
September		15.38	September		17.03	September		11.72	September		9.58	September		10.77
October		15.43	October		16.73	October		10.60	October		8.79	October		10.13
November		15.73	November		16.53	November		10.59	November		9.61	November		11.83
December		16.92	December		15.92	December		10.24	December		10.62	December		12.27

MEDCO HEALTH SOLUTIONS, INC. (MHS)

Medco Health Solutions, Inc. is a health care company that provides clinically driven pharmacy services for approximately to Americans. The company focuses on various segments of the healthcare industry. It engages in the management and dispensing of prescription medications through its mail-order pharmacies and its network of retail pharmacies. The company’s Specialty Pharmacy segment, Accredo Health Group, provides specialty pharmacy products and services for the treatment of chronic and complex diseases. Through its subsidiary, Liberty Medical, the company provides diabetes testing supplies and related products. Medco Health Solutions, Inc. also offers services, including plan design, clinical management, utilization management, clinical services, pharmacy management, mail-order services, physician services, and Web-based services to private and public employers, health plans, labor unions, and government agencies.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		21.29	January		27.05	January		29.61	January		49.98	January		44.93	January		61.48
February		22.21	February		27.86	February		33.81	February		44.31	February		40.58	February		63.24
March		24.79	March		28.61	March		36.27	March		43.79	March		41.34	March		64.56
April		25.49	April		26.62	April		39.01	April		49.54	April		43.55
May		25.00	May		26.95	May		38.88	May		48.45	May		45.89
June		26.68	June		28.64	June		39.00	June		47.20	June		45.61
July		24.22	July		29.67	July		40.64	July		49.58	July		52.86
August		24.64	August		31.69	August		42.73	August		46.85	August		55.22
September		27.42	September		30.06	September		45.20	September		45.00	September		55.31
October		28.25	October		26.75	October		47.19	October		37.95	October		56.12
November		26.83	November		25.11	November		50.00	November		42.00	November		63.16
December		27.90	December		26.72	December		50.70	December		41.91	December		63.91

A-8

MERCK & CO., INC. (MRK)

Merck & Co., Inc. engages in the research, development, manufacture, and sale of medicines, vaccines, and consumer health and animal products worldwide. It develops vaccines for the prevention of a range of diseases, including measles and mumps, shingles, and cervical cancer; and approximately 40 prescription products in therapeutic areas, such as cardiovascular disease, respiratory disease, oncology, neuroscience, infectious disease, immunology, and women's health. Merck also offers products that help prevent or treat various common conditions, including CLARITIN for allergies, COPPERTONE for sun care, and DR. SCHOLL'S for foot care. In addition, the company offers a range of veterinary medicines, including vaccines, anti-infective and antiparasitic drugs, fertility management products, and pharmaceutical specialty products, as well as delivery solutions, performance technologies, and pet recovery services and livestock data management tools. The company was formerly known as Schering-Plough Corporation and changed its name to Merck & Co., Inc. in November 2009.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		28.05	January		34.50	January		44.75	January		46.10	January		28.55	January		38.18
February		31.70	February		34.86	February		44.15	February		44.30	February		24.20	February		36.88
March		32.37	March		35.23	March		44.17	March		37.95	March		26.75	March		37.35
April		33.90	April		34.42	April		51.44	April		38.04	April		24.24
May		32.44	May		33.29	May		52.45	May		38.96	May		27.58
June		30.80	June		36.43	June		49.80	June		37.69	June		27.96
July		31.06	July		40.27	July		49.65	July		32.90	July		30.01
August		28.23	August		40.55	August		50.17	August		35.67	August		32.43
September		27.21	September		41.90	September		51.69	September		31.56	September		31.63
October		28.22	October		45.42	October		58.26	October		30.95	October		30.93
November		29.40	November		44.51	November		59.36	November		26.72	November		36.21
December		31.81	December		43.60	December		58.11	December		30.40	December		36.54

A-9

MYLAN INC. (MYL)

Mylan Inc. and its subsidiaries engage in the development, manufacture, marketing, licensing, and distribution of generic, brand, and branded generic pharmaceutical products and active pharmaceutical ingredients (APIs). It operates in three segments: Generics, Specialty, and Matrix. The Generics segment offers generic or branded generic pharmaceutical products in tablet, capsule, or transdermal patch form. This segment markets its products for the proprietary and ethical pharmaceutical wholesalers and distributors, drug store chains, drug manufacturers, institutions, and public and governmental agencies located primarily in the United States, Canada, Europe, the Middle East, Africa, Australia, Japan, and New Zealand. The Specialty segment provides branded specialty nebulized and injectable products for life-threatening conditions. Its principal products comprise EpiPen, used for the treatment of severe allergies; and Perforomist Inhalation Solution, a long-acting beta2-adrenergic agonist indicated for the maintenance treatment of bronchoconstriction in chronic obstructive pulmonary disease patients. This segment markets its products to the pharmaceutical wholesalers and distributors located primarily in the United States. The Matrix segment offers APIs and finished dosage forms, as well as distributes branded generic products. It produces APIs for use in the manufacture of its own pharmaceutical products, as well as for use by third-parties, in various categories, including anti-bacterials, central nervous system agents, anti-histamine/anti-asthmatics, cardiovasculars, anti-virals, anti-diabetics, anti-fungals, proton pump inhibitors, and pain management drugs. The Matrix segment also offers anti-retroviral APIs used in the treatment of HIV, as well as suppliers generic anti-retroviral APIs.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		16.63	January		19.70	January		22.14	January		14.84	January		11.33	January		18.23
February		17.60	February		23.00	February		21.17	February		11.84	February		12.43	February		21.34
March		17.72	March		23.40	March		21.14	March		11.60	March		13.41	March		22.71
April		16.50	April		21.84	April		21.93	April		13.17	April		13.25
May		16.50	May		20.91	May		19.77	May		13.35	May		13.21
June		19.24	June		20.00	June		18.19	June		12.07	June		13.05
July		17.36	July		21.96	July		16.03	July		12.97	July		13.19
August		18.39	August		20.32	August		15.10	August		12.89	August		14.67
September		19.26	September		20.13	September		15.96	September		11.42	September		16.01
October		19.21	October		20.50	October		15.04	October		8.57	October		16.24
November		20.89	November		20.29	November		14.38	November		9.41	November		17.87
December		19.96	December		19.96	December		14.06	December		9.89	December		18.43

A-10

PFIZER INC. (PFE)

Pfizer Inc. engages in the discovery, development, manufacture, and marketing of prescription medicines for humans and animals worldwide. Its Pharmaceutical segment offers Lipitor for elevated cholesterol levels in the blood; Norvasc for hypertension; Caduet for cardiovascular events; Chantix/Champix for smoking cessation; Lyrica for neuropathic pain; Geodon/Zeldox, a psychotropic agent; and Aricept for Alzheimer’s disease. It also provides Celebrex for arthritis pain, and inflammation and acute pain; Vfend for esophageal candidiasis and blood stream infections; Zyvox for bacterial infections; and Selzentry/Celsentri for adults infected with only CCR5-tropic HIV-1 detectable. In addition, this segment provides Viagra for erectile dysfunction; Detrol and Toviaz for overactive bladder; Camptosar for metastatic colorectal cancer; Sutent, an oral multi-kinase inhibitor; Xalatan/Xalacom for open-angle glaucoma and ocular hypertension; and Genotropin for growth disorders. The company’s Animal Health segment offers parasiticides, anti-inflammatories, antibiotics, vaccines, antiemetics, and anti-obesity agents. It also provides Revolution/Stronghold for dogs and cats; Rimadyl for pain and inflammation associated with canine osteoarthritis and soft tissue orthopedic surgery; Clavamox/Synulox for skin and soft tissue infections; RespiSureOne/StellamuneOne to prevent pneumonia in swine; Bovi-Shield Gold for reproductive and respiratory protection; Dectomax, an injectable and pour-on formulations; Draxxin, an antibiotic for infections in cattle and swine; and Excede to treat infections in dairy cows, beef cattle, and swine. Pfizer Inc. also involves in contract manufacturing and bulk pharmaceutical chemicals businesses.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		24.16	January		25.68	January		26.24	January		23.36	January		14.58	January		18.66
February		26.29	February		26.19	February		24.96	February		22.28	February		12.31	February		17.55
March		26.27	March		24.92	March		25.26	March		20.93	March		13.62	March		17.15
April		27.17	April		25.33	April		26.46	April		20.11	April		13.36
May		27.90	May		23.66	May		27.49	May		19.36	May		15.19
June		27.58	June		23.47	June		25.57	June		17.47	June		15.00
July		26.50	July		25.99	July		23.51	July		18.67	July		15.93
August		25.48	August		27.56	August		24.84	August		19.11	August		16.70
September		24.97	September		28.36	September		24.43	September		18.44	September		16.55
October		21.74	October		26.65	October		24.61	October		17.71	October		17.03
November		21.20	November		27.49	November		23.76	November		16.43	November		18.17
December		23.32	December		25.90	December		22.73	December		17.71	December		18.19

A-11

VALEANT PHARMACEUTICALS INTERNATIONAL (VRX)

Valeant Pharmaceuticals International, a specialty pharmaceutical company, engages in the development, manufacture, and marketing of a range of pharmaceutical products. It primarily offers specialty pharmaceutical and over-the-counter products in the areas of dermatology and neurology therapeutic classes. The company’s products include Efudex/Efudix for the treatment of multiple actinic or solar keratoses and superficial basal cell carcinoma; Diastat/Diastat AcuDial, which are gel formulations of diazepam; Cesamet, a synthetic cannabinoid used for the management of severe nausea and vomiting; Bedoyecta, a brand of vitamin B complex; Bisocard to treat hypertension and angina pectoris; and Kinerase, a range of over-the-counter and prescription cosmetic products. It also offers Mestinon, an orally active cholinesterase inhibitor used in the treatment of myasthenia gravis; M.V.I., a hospital dietary supplement used in treating trauma and burns; Migranal, a nasal spray formulation for the treatment of acute migraine headaches; Nyal to treat cough, cold, flu, sinus, and hayfever symptoms; and Virazole for the treatment of hospitalized infants and young children with lower respiratory tract infections.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		24.97	January		17.96	January		17.63	January		11.31	January		21.70	January		33.47
February		24.25	February		17.82	February		17.93	February		13.75	February		17.40	February		37.22
March		22.52	March		15.85	March		17.29	March		12.83	March		17.79	March		42.91
April		20.75	April		17.90	April		18.02	April		13.28	April		16.76
May		20.63	May		17.20	May		15.79	May		16.37	May		22.99
June		17.63	June		16.92	June		16.69	June		17.11	June		25.72
July		19.73	July		17.28	July		15.69	July		17.12	July		25.80
August		19.98	August		19.66	August		15.77	August		18.31	August		25.89
September		20.08	September		19.78	September		15.48	September		20.47	September		28.06
October		17.16	October		18.68	October		14.55	October		18.77	October		29.40
November		16.48	November		16.79	November		11.55	November		19.48	November		32.69
December		18.08	December		17.24	December		11.97	December		22.90	December		31.79

WATSON PHARMACEUTICALS, INC. (WPI)

Watson Pharmaceuticals, Inc., a specialty pharmaceutical company, engages in the development, manufacture, marketing, sale, and distribution of generic and brand pharmaceutical products primarily in the United States. The company’s products are used in various therapeutic areas, including central nervous system, hormones and synthetic substitutes, cardiovascular, nephrology, gastrointestinal, and other areas. It operates in three segments: Generic, Brand, and Distribution. The Generic segment manufactures and sells generic products for various therapeutic classes comprising anti-depressant, anti-hypertensive, anti-diabetic, antiemetic, anti-hypertensive, analgesic, oral contraceptives, analgesic, and gastrointestinal areas, as well as for osteoporosis preparation and aid to smoking cessation. The Brand segment principally offers products for male hormone replacement, hematinic, overactive bladder, and prostate cancer therapeutics, as well as specialty products for urology and nephrology products for the treatment of iron deficiency anemia. The Distribution segment distributes generic and brand pharmaceutical products to independent pharmacies; alternate care providers, such as hospitals, nursing homes, and mail order pharmacies; pharmacy chains; physicians’ offices; and members of buying groups.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		29.83	January		33.09	January		27.22	January		26.11	January		27.28	January		38.37
February		31.74	February		29.98	February		26.36	February		27.81	February		28.27	February		39.79
March		30.73	March		28.74	March		26.43	March		29.32	March		31.11	March		41.77
April		30.00	April		28.44	April		27.30	April		31.04	April		30.94
May		30.06	May		25.33	May		30.86	May		28.56	May		30.25
June		29.56	June		23.28	June		32.53	June		27.17	June		33.69
July		33.40	July		22.39	July		30.42	July		28.91	July		34.73
August		34.69	August		25.64	August		29.82	August		30.31	August		35.29
September		36.61	September		26.17	September		32.40	September		28.50	September		36.64
October		34.56	October		26.91	October		30.56	October		26.17	October		34.42
November		33.36	November		25.67	November		29.31	November		23.75	November		37.09
December		32.51	December		26.03	December		27.14	December		26.57	December		39.61

A-12

ZIMMER HOLDINGS, INC. (ZMH)

Zimmer Holdings, Inc., through its subsidiaries, engages in the design, development, manufacture, and marketing of orthopaedic and dental reconstructive implants, spinal implants, trauma products, and related surgical products in the Americas, Europe, and Asia Pacific. The company offers orthopaedic reconstructive implants that restore joint function lost due to disease or trauma in joints such as knees, hips, shoulders, and elbows; dental reconstructive implants, which restore function and aesthetics in patients who have lost teeth due to trauma or disease; spinal implants that are used by Orthopaedic surgeons and neurosurgeons in the treatment of degenerative diseases, deformities, and trauma; and trauma products, which are used primarily to reattach or stabilize damaged bone and tissue to support the body’s natural healing process. It also offers surgical products, including supplies and instruments designed to aid in orthopaedic surgical procedures and post-operation rehabilitation. The company sells its products to musculoskeletal surgeons, neurosurgeons, oral surgeons, dentists, hospitals, stocking distributors, healthcare dealers and agents, and healthcare purchasing organizations. It markets and sells its products through healthcare institutions, such as hospitals or direct channel accounts, stocking distributors, healthcare dealers, and dental practices and dental laboratories.

2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price
January		78.85	January		68.95	January		84.22	January		78.14	January		36.40	January		56.32
February		85.90	February		69.18	February		84.27	February		75.29	February		35.02	February		57.33
March		77.81	March		67.60	March		85.41	March		77.86	March		36.50	March		59.20
April		81.42	April		62.90	April		90.48	April		74.16	April		43.99
May		76.58	May		60.55	May		88.06	May		72.80	May		44.55
June		76.17	June		56.72	June		84.89	June		68.05	June		42.60
July		82.36	July		63.24	July		77.76	July		68.91	July		46.60
August		82.17	August		68.00	August		78.33	August		72.39	August		47.35
September		68.89	September		67.50	September		80.99	September		64.56	September		53.45
October		63.77	October		72.01	October		69.49	October		46.43	October		52.57
November		62.67	November		72.96	November		64.73	November		37.32	November		59.17
December		67.44	December		78.38	December		66.15	December		40.42	December		59.11

A-13

1,000,000,000 Depositary Receipts

Pharmaceutical HOLDRSSM Trust

PROSPECTUS

April 15, 2010

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 Index to Exhibits.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.

(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(b) if, in the aggregate, the changes in volume and price represent no more than 20% 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.

(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

II-1

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.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on April 15, 2010.

	Merrill Lynch, Pierce, Fenner & Smith Incorporated


	By:	*
	Name:	Sallie L. Krawcheck
	Title:	Co-Chief Executive Officer, Executive Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 10 to the Registration Statement has been signed by the following persons in the capacities indicated below on April 15, 2010.

Signature		Title

*		Co-Chief Executive Officer, Executive Vice President and Director
Sallie L. Krawcheck		(Principal Executive Officer)

*		Co-Chief Executive Officer, Executive Vice President and Director
Thomas K. Montag		(Principal Executive Officer)

*		Chief Financial Officer and Senior Vice President
Robert Qutub		(Principal Financial Officer and Principal Accounting Officer)

*		Executive Vice President and Director
Bruce R. Thompson

*By:	/s/ Liam B. O’Neil	Attorney-in-Fact
Liam B. O’Neil

II-3

INDEX TO EXHIBITS

Exhibits

*4.1	Standard Terms for Depositary Trust Agreements between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York 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 and form of HOLDRS, filed on December 21, 1999 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*4.2	Form of Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, filed on November 28, 2000 as an exhibit to post-effective Amendment No. 1 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*5.1	Opinion of Shearman & Sterling LLP regarding the validity of the Pharmaceutical HOLDRS Receipts, filed on December 21, 1999 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*8.1	Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on December 21, 1999 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*8.2	Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on July 10, 2003 as an exhibit to Amendment No. 5 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*24.1	Power of Attorney (included in Part II of Registration Statement), filed on May 14, 1999 as part of the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*24.2	Power of Attorney of Dominic A. Carone filed on November 28, 2000 as an exhibit to post-effective Amendment No. 1 to the registration statement filed on Form S-1 for Pharmaceutical HOLDRS.

*24.3	Power of Attorney of John J. Fosina, E. Stanley O’Neal, Thomas H. Patrick and Dominic A. Carone.

*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.

24.8	Power of Attorney of Sallie L. Krawcheck, Thomas K. Montag, Robert Qutub and Bruce R. Thompson.

___________________

* Previously filed.

II-4

EX-24.8 2 ss87935_ex2408.htm POWER OF ATTORNEY

Exhibit 24.8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Merrill Lynch, Pierce, Fenner & Smith Incorporated hereby constitutes and appoints Liam B. O’Neil, Kirstin N. Hill and Katherine H. Zrike, jointly and severally, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign one or more Registration Statements on Form S-1 under the provisions of the Securities Act of 1933, as amended, any and all amendments thereto (including post-effective amendments) and supplements to the Registration Statements for each of the Biotech HOLDRSSM Trust, B2B Internet HOLDRSSM Trust, Broadband HOLDRSSM Trust, Europe 2001 HOLDRSSM Trust, Internet HOLDRSSM Trust, Internet Architecture HOLDRSSM Trust, Internet Infrastructure HOLDRSSM Trust, Market 2000+ HOLDRSSM Trust, Oil Service HOLDRSSM Trust, Pharmaceutical HOLDRSSM Trust, Regional Bank HOLDRSSM Trust, Semiconductor HOLDRSSM Trust, Software HOLDRSSM Trust, Telecom HOLDRSSM Trust, Wireless HOLDRSSM Trust, Utilities HOLDRSSM Trust and Retail HOLDRSSM Trust, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done and hereby ratifying and confirming all that said attorneys-in-fact or any of them, or his or her substitute or their substitutes, may lawfully do or cause to be done by virtue thereof.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney expressly provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney and subject hereof.

New York State General Obligations Law requires the “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” statements set forth on the next page to be contained in this Power of Attorney. Notwithstanding anything to the contrary contained in those statements, this Power of Attorney is limited to the powers granted as described above and DOES NOT grant the attorneys-in-fact and agents the power or authority to spend the undersigned's money or sell or dispose of the undersigned's property, or the power or authority to act in any other capacity other than as described above.

THE FOLLOWING STATEMENTS ARE REQUIRED TO BE INCLUDED IN THIS POWER OF ATTORNEY UNDER THE NEW YORK STATE GENERAL OBLIGATIONS LAW:

CAUTION TO THE PRINCIPAL:

Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly

websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1)

act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2)

avoid conflicts that would impair your ability to act in the principal’s best interest;

(3)

keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4)

keep a record of all receipts, payments, and transactions conducted for the principal; and

(5)

disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (Your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned principal has executed this Power of Attorney on the date indicated opposite her name.

/s/ Sallie L. Krawcheck	Co-Chief Executive Officer, Executive Vice President and Director	March 23, 2010

Sallie L. Krawcheck

State of New York	)

County of New York	) ss.:

On the 23rd day of March in the year 2010 before me, the undersigned, personally appeared Sallie L. Krawcheck, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Maria A. Cedeno

Notary Public

MARIA A. CEDENO

NOTARY PUBLIC-STATE OF NEW YORK

No: 01CE6183838

Qualified in Queens County

My Commission Expires March 31, 2012

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned principal has executed this Power of Attorney on the date indicated opposite his name.

/s/ Thomas K. Montag	Co-Chief Executive Officer, Executive Vice President and	March 15, 2010
	Director
Thomas K. Montag

State of New York	)

County of New York	) ss.:

On the 15th day of March in the year 2010 before me, the undersigned, personally appeared Thomas K. Montag, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Robin Anne Engelman
Notary Public

ROBIN ANNE ENGELMAN

Notary Public, State of New York

No. 24-4721378

Qualified in Kings County

Commission Expires February 28, 2011

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned principal has executed this Power of Attorney on the date indicated opposite his name.

/s/ Robert Qutub	Chief Financial Officer and Senior Vice President	March 15, 2010

Robert Qutub

State of North Carolina	)

County of Mecklenburg	) ss.:

On the 15th day of March in the year 2010 before me, the undersigned, personally appeared Robert Qutub, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Margaret Kruse
Notary Public

MARGARET KRUSE

NOTARY PUBLIC

MECKLENBURG COUNTY, NC

My commission expires 10-24-2014

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned principal has executed in Charlotte, North Carolina this Power of Attorney on the date indicated opposite his name.

/s/ Bruce R. Thompson	Executive Vice President and Director	March 15th, 2010

Bruce R. Thompson

State of North Carolina	)

County of Mecklenburg	) ss.:

On the 15th day of March in the year 2010 before me, the undersigned, personally appeared Bruce R. Thompson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Nancy D. Dry
Notary Public

My commission expires 1-21-15.

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned agent has executed this Power of Attorney on the date indicated opposite his name.

/s/ Liam B. O’Neil	Agent and Attorney-in-Fact	April 14, 2010

Liam B. O’Neil

State of New York	)

County of New York	) ss.:

On the 14th day of April in the year 2010 before me, the undersigned, personally appeared Liam B. O’Neil, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Leonore E. McKean
Notary Public

LEONORE E. MCKEAN

Notary Public, State of New York

No. O1MC6046528

Qualified in Suffolk County

Commission Expires 08/14/2010

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned agent has executed this Power of Attorney on the date indicated opposite her name.

/s/ Kirstin N. Hill	Agent and Attorney-in-Fact	April 14, 2010

Kirstin N. Hill

State of New York	)

County of New York	) ss.:

On the 14th day of April in the year 2010 before me, the undersigned, personally appeared Kirstin N. Hill, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Leonore E. McKean
Notary Public

LEONORE E. MCKEAN

Notary Public, State of New York

No. O1MC6046528

Qualified in Suffolk County

Commission Expires 08/14/2010

[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF, the undersigned agent has executed this Power of Attorney on the date indicated opposite her name.

/s/ Katherine H. Zrike	Agent and Attorney-in-Fact	April 14, 2010

Katherine H. Zrike

State of New York	)

County of New York	) ss.:

On the 14th day of April in the year 2010 before me, the undersigned, personally appeared Katherine H. Zrike, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individuals acted, executed the instrument.

/s/ Leonore E. McKean
Notary Public

LEONORE E. MCKEAN

Notary Public, State of New York

No. O1MC6046528

Qualified in Suffolk County

Commission Expires 08/14/2010

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Delaware	6211	13-5674085
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)