As filed with the Securities and Exchange Commission on March 15, 2011

Registration No. 333-37980

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 9

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Merrill Lynch, Pierce, Fenner & Smith Incorporated

Initial Depositor

(Exact name of registrant as specified in charter)

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Market 2000+ HOLDRSSM Trust

[Issuer with respect to the receipts]

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

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One Bryant Park

New York, New York  10036

(212) 449-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Copies to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York  10036 (212) 449-1000 Attn:  Corporate Secretary (Name, address, including zip code, and telephone number, including area code, of agent for service) Abigail Arms, Esq. Shearman & Sterling LLP 801 Pennsylvania Avenue, NW, Suite 900 Washington, D.C. 20004 (202) 508-8000

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  S

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

PROSPECTUS

1,000,000,000 Depositary Receipts

Market 2000+ HOLDRSSM Trust

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The Market 2000+ HOLDRSSM Trust issues Depositary Receipts called Market 2000+ HOLDRSSM representing your undivided beneficial ownership in the common stock or American depositary shares of a group of  specified companies that, when the Market 2000+ HOLDRSSM were initially issued on August 29, 2000, were among the 50 largest companies whose common stock or American depositary shares were listed for trading on the New York Stock Exchange (including the NYSE Arca) or the NASDAQ Stock Market, as measured in terms of worldwide market capitalization on July 7, 2000.  The Bank of New York Mellon is the trustee.  You only may acquire, hold or transfer Market 2000+ HOLDRSSM in a round-lot amount of 100 Market 2000+ HOLDRSSM or round-lot multiples.  Market 2000+ HOLDRSSM are separate from the underlying deposited common stock or American depositary shares that are represented by the Market 2000+ HOLDRSSM.  For a list of the names and the number of shares of the companies that are represented by a Market 2000+ HOLDRSM, see “Highlights of Market 2000+ HOLDRS—The Market 2000+ HOLDRS” in this prospectus.  The Market 2000+ HOLDRSSM Trust will issue Market 2000+ HOLDRSSM on a continuous basis.

Investing in Market 2000+ HOLDRSSM involves significant risks.  See “Risk Factors” starting on page 4.

Market 2000+ HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates.  Market 2000+ HOLDRSSM are not interests in The Bank of New York Mellon, as trustee.  Please see “Description of the Depositary Trust Agreement” in this prospectus for a more complete description of the duties and responsibilities of the trustee, including the obligation of the trustee to act without negligence or bad faith.

The Market 2000+ HOLDRSSM are listed on the NYSE Arca under the symbol “MKH.”  On March 11, 2011, the last reported sale price of the Market 2000+ HOLDRSSM on the NYSE Arca was $51.77.

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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 March 15, 2011.

“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 MARKET 2000+ HOLDRS	9
THE TRUST	16
DESCRIPTION OF MARKET 2000+ HOLDRS	16
DESCRIPTION OF THE UNDERLYING SECURITIES	16
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT	19
U.S. FEDERAL INCOME TAX CONSEQUENCES	22
ERISA CONSIDERATIONS	27
PLAN OF DISTRIBUTION	27
LEGAL MATTERS	27
WHERE YOU CAN FIND MORE INFORMATION	27

This prospectus contains information you should consider when making your investment decision.  We have not authorized any person to provide you with any information or to make any representations not contained in this prospectus.  We do not take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you.  We are not making an offer to sell Market 2000+ HOLDRS in any jurisdiction where the offer or sale is not permitted.  For information on where you may find more information about the issuers of the underlying securities, see “Where You Can Find More Information.”

The Market 2000+ HOLDRS are not registered for public sale outside of the United States.  Non-U.S. receipt holders should refer to “U.S. Federal Income Tax Consequences—Non-U.S. receipt holders” and we recommend that non-U.S. receipt holders consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Market 2000+ HOLDRS or of the underlying securities through an investment in the Market 2000+ HOLDRS.

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SUMMARY

The Market 2000+ HOLding Company Depositary ReceiptS or HOLDRS Trust was formed under the depositary trust agreement, dated as of July 26, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS.  The depositary trust agreement was amended on August 18, 2000.  The trust is not a registered investment company under the Investment Company Act of 1940.

The number of shares of each company’s common stock or American depositary shares currently held by the trust with respect to each round-lot of Market 2000+ HOLDRS is specified under “Highlights of Market 2000+ HOLDRS—The Market 2000+ HOLDRS.”  This group of common stock or American depositary shares, and the securities of any company that may be added to the Market 2000+ HOLDRS, are collectively referred to in this prospectus as the common stock, the securities or the underlying securities.  The companies included in the Market 2000+ HOLDRS may change as a result of reconstitution events, distributions of securities by underlying issuers, or other events.  See “Description of the Depositary Trust Agreement—Reconstitution events” for an explanation of these events.  The Market 2000+ HOLDRS are separate from the underlying deposited common stock or American depositary shares that are represented by the Market 2000+ HOLDRS.  On March 11, 2011, there were 248,800 Market 2000+ HOLDRS outstanding.

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RISK FACTORS

An investment in Market 2000+ HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Market 2000+ HOLDRS.

General Risk Factors

· Loss of investment.  Because the value of Market 2000+ HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Market 2000+ HOLDRS if the underlying securities decline in value.

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

· Ownership of only fractional shares in the underlying securities.  As a result of distributions of securities by companies included in the Market 2000+ HOLDRS or other corporate events, such as mergers, a Market 2000+ HOLDR may represent an interest in a fractional share of an underlying security.  You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with other fractional shares of such underlying securities included in the Market 2000+ HOLDRS and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional share ownership in the underlying securities.  In addition, if you surrender your Market 2000+ HOLDRS to receive the underlying securities and other property represented by your Market 2000+ HOLDRS, you will receive cash in lieu of your fractional shares.  You will not be entitled to any securities if your interest in an underlying security is only a fraction of a share.

· Not necessarily consisting of the companies with the largest market capitalization.  At the time of the initial offering, on August 29, 2000, the companies included in the Market 2000+ HOLDRS were the largest companies whose securities were traded on a U.S. stock market, as measured by worldwide market capitalization on July 7, 2000.  One or more of the companies whose common stock or American depositary shares are included in the Market 2000+ HOLDRS may no longer have a market capitalization that is among the companies with the largest market capitalization of companies whose securities are traded on a U.S. stock market.  In addition, as a result of a merger, acquisition or stock distribution of one or more of the companies included in the Market 2000+ HOLDRS, the securities of a company that is not presently part of the Market 2000+ HOLDRS may be included in the Market 2000+ HOLDRS.  In this case, the Market 2000+ HOLDRS may no longer consist solely of securities issued by companies with the largest market capitalization.

· No investigation of underlying securities.  The underlying securities initially included in the Market 2000+ HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of issuers with securities traded on a U.S. stock market, without regard for the value, price performance, volatility or investment merit of the underlying securities.  The Market 2000+ HOLDRS Trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and 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.

· Concentration of investment.  As a result of market fluctuations, reconstitution events, distributions of securities by an underlying issuer or other events which may result in distributions of securities from, or the inclusion of additional securities in the Market 2000+ HOLDRS, an investment in Market 2000+ HOLDRS may represent a concentrated investment in one or more of the underlying securities or one or more industries.  A concentrated investment will reduce the diversification of the Market 2000+ HOLDRS and increase your exposure to the risks of concentrated investments.

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· Conflicting investment choices.  In order to sell one or more of the underlying securities individually or to participate in a tender offer relating to one or more of the underlying securities or any form of stock repurchase program by an issuer of an underlying security, you will be required to cancel your Market 2000+ HOLDRS and receive delivery of each of the underlying securities, 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 Market 2000+ HOLDRS will allow you to sell the individual underlying securities or to deliver the individual underlying securities in a tender offer or any form of stock repurchase program.  The cancellation of Market 2000+ HOLDRS will involve payment of a cancellation fee to the trustee.

· Trading halts.  Trading in Market 2000+ HOLDRS on the NYSE Arca may be halted if  (i) the Market 2000+ HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Market 2000+ 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 Market 2000+ HOLDRS, you will not be able to trade Market 2000+ HOLDRS and you will only be able to trade the underlying securities if you cancel your Market 2000+ HOLDRS and receive each of the underlying securities.

· Delisting from the NYSE Arca.  The NYSE Arca may consider delisting the Market 2000+ HOLDRS if (i) the Market 2000+ HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Market 2000+ HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Market 2000+ 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 Market 2000+ HOLDRS on the NYSE Arca inadvisable.  If the Market 2000+ HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Market 2000+ HOLDRS are listed for trading on another U.S. national securities exchange within five business days from the date the Market 2000+ HOLDRS are delisted.

· Possible conflicts of interest.  Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, selected the underlying securities that were originally included in the Market 2000+ HOLDRS and may face possible conflicts of interest as Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may engage in investment banking or may provide services for issuers of the underlying securities 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 Market 2000+ HOLDRS.  In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary.

Risk Factors Specific to Companies Included in the Market 2000+ HOLDRS

· The stock prices of some of the companies included in the Market 2000+ HOLDRS have been and will likely continue to be volatile, which will directly affect the price volatility of the Market 2000+ HOLDRS, and you could lose all or a substantial part of your investment.  The trading prices of the securities of some companies included in the Market 2000+ HOLDRS have been volatile.  These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:

· general market fluctuations;

· actual or anticipated variations in companies’ quarterly operating results;

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

· changes in financial estimates by securities analysts;

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

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

· changes in financial estimates by securities analysts;

· additions or departures of key personnel; and

· difficulty in obtaining additional financing.

In addition, the trading prices of some of the companies included in the Market 2000+ HOLDRS have experienced 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 of the underlying stocks are high when measured by conventional valuation standards such as price-to-earnings and price-to-sales ratios.  Some of the companies do not or in the future might not have earnings.  As a result, these trading prices may decline substantially and valuations may not be sustained.  Any negative change in the public’s perception of the prospects of the underlying companies, generally, could depress their stock prices regardless of the companies’ results.  Other broad market and industry factors may decrease the stock price of the underlying stocks, regardless of their operating results.  Market fluctuations, as well as general political and economic conditions such as recession, war or interest rate or currency rate fluctuations, also may decrease the market price of these stocks.

As a result of fluctuations in the trading prices of the companies included in the Market 2000+ HOLDRS, the trading price of Market 2000+ HOLDRS has fluctuated significantly.  The initial offering price of a Market 2000+ HOLDR on August 29, 2000 was $97.55 and during 2010, the price of a Market 2000+ HOLDR reached a high of $50.77 and a low of $42.38.

· The international operations of some domestic and foreign companies included in the Market 2000+ HOLDRS expose them to risks associated with instability and changes in economic, legal and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business.  Some domestic and foreign companies included in the Market 2000+ HOLDRS have international operations, which are essential parts of their businesses.  The risks of international business that these companies are exposed to include the following:

· 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;

· currency fluctuations;

· changes in, and compliance with, domestic and foreign laws and regulations which impose a range of restrictions on operations, trade practices, foreign trade and international investment decisions; and

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

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· It may be impossible to initiate legal proceedings or enforce judgments against some of the companies included in the Market 2000+ HOLDRS.  Many of the companies included in the Market 2000+ HOLDRS may be incorporated under the laws of a jurisdiction other than the United States and a substantial portion of their assets may be located outside the United States.  As a result, it may be impossible to effect service of process within the United States on many of the companies included in the Market 2000+ HOLDRS or enforce judgments made against them in courts in the United States based on the civil liability provisions of the securities laws of the United States.  In addition, awards of punitive damages obtained in courts in the United States may not be enforceable in foreign countries.

· Potential voting impediments may exist with respect to the ownership of some American depositary shares included in the Market 2000+ HOLDRS.  Holders of American depositary shares, including those that may, from time to time, be included in the Market 2000+ HOLDRS, may only exercise voting rights with respect to the securities represented by American depositary shares in accordance with the provisions of deposit agreements entered into in connection with the issuance of the American depositary shares.  These deposit agreements may not permit holders of American depositary shares to exercise voting rights that attach to the securities underlying the American depositary shares without the issuer first instructing the depositary to send voting information to the holder of the American depositary share.  Also, holders of American depositary shares may not exercise voting rights unless they take a variety of steps, which include registration in the share registry of the company that has issued the securities underlying the American depositary shares.  The cumulative effect of these steps may make it impractical for holders of American depositary shares to exercise the voting rights attached to the underlying securities.

· Many of the companies included in the Market 2000+ HOLDRS are companies that are involved in the technology and telecommunications industries and are subject to the risks associated with an investment in companies in those industries.  The valuations of many technology and telecommunications companies are extraordinarily high based on conventional valuation standards such as price-to-earnings ratios.  As a result, the valuations of companies in these industries, and the trading prices for their stock, may not be sustained.  In addition, a company that operates in these industries is exposed to other risks, which include the following:

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

· an inability to adequately protect proprietary rights;

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

· the need to create and employ new technologies and to offer new services derived from these new technologies to remain competitive.

An investment in the Market 2000+ HOLDRS may be particularly vulnerable to these risks because of the significant number of technology and telecommunications companies included in the Market 2000+ HOLDRS.

· Companies whose securities are included in the Market 2000+ HOLDRS may need additional financing, which may be difficult to obtain.  Failure to obtain necessary financing or doing so on unattractive terms could adversely affect development and marketing efforts and other operations of companies whose securities are included in the Market 2000+ HOLDRS.  Companies whose securities are included in the Market 2000+ HOLDRS may need to raise additional capital in order to fund the continued development and marketing of their products or to fund strategic acquisitions or investments.  Their ability to obtain additional financing will depend on a number of factors, including market conditions, operating performance and investor interest.  These factors may make the timing, amount and terms and conditions of any financing unattractive.  If adequate funds are not available or are not available on acceptable terms, companies whose securities are included in the Market 2000+ HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, delay their introduction of new

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products and services, or terminate operations completely.  Any of these actions may reduce the market price of the underlying securities in the Market 2000+ HOLDRS.

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HIGHLIGHTS OF MARKET 2000+ HOLDRS

This discussion highlights information regarding Market 2000+ HOLDRS.  We present certain information more fully in the rest of this prospectus.  You should read the entire prospectus carefully before you purchase Market 2000+ HOLDRS.

Issuer	Market 2000+ HOLDRS Trust.
The trust	The Market 2000+ HOLDRS Trust was formed under the depositary trust agreement, dated as of July 26, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Market 2000+ HOLDRS.  The depositary trust agreement was amended on August 18, 2000.  The trust is not a registered investment company under the Investment Company Act of 1940.
Initial depositor	Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Trustee	The Bank of New York Mellon, a New York state-chartered banking organization, is the trustee and receives compensation as set forth in the depositary trust agreement.  The trustee is responsible for receiving deposits of underlying securities and delivering Market 2000+ HOLDRS representing the underlying securities issued by the trust.  The trustee holds the underlying securities on behalf of the holders of Market 2000+ HOLDRS.
Purpose of Market 2000+ HOLDRS	Market 2000+ HOLDRS were designed to achieve the following: Diversification.  Market 2000+ HOLDRS were initially designed to allow you to diversify your investments by holding the securities of companies that are traded on a U.S. stock market, through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities.  At the time of the initial offering on August 29, 2000, the Market 2000+ HOLDRS consisted of the securities of the largest companies whose common stock or American depositary shares were traded on a U.S. stock market, as measured by worldwide market capitalization on July 7, 2000.  See “Risk Factors—General Risk Factors.” Flexibility.  The beneficial owners of Market 2000+ HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Market 2000+ HOLDRS, and can cancel their Market 2000+ HOLDRS to receive each of the underlying securities represented by the Market 2000+ HOLDRS. Transaction costs.  The expenses associated with buying and selling Market 2000+ HOLDRS 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 securities issued by specified companies that, when initially selected, were the largest companies with securities traded on a U.S. stock market, as measured in terms of worldwide market capitalization on July 7, 2000.  Except when a reconstitution event, distribution of securities by an underlying issuer or other event occurs, the underlying securities will not change and the securities of a new company will not be added to the securities underlying the Market 2000+ HOLDRS. Reconstitution events are described in this prospectus under the heading “Description of the Depositary Trust Agreement—Distributions” and “—Reconstitution events.”

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	The trust’s assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust.
The Market 2000+ HOLDRS	The trust has issued and may continue to issue Market 2000+ HOLDRS that represent an undivided beneficial ownership interest in the shares of U.S.-traded securities that are held by the trust on your behalf.  The Market 2000+ HOLDRS themselves are separate from the underlying securities that are represented by the Market 2000+ HOLDRS.
	The following table provides:

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

· the stock ticker symbols;

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

· the primary U.S. market on which the underlying securities of the selected companies are traded.

Name of Company(1)	Ticker	Share Amounts	Primary Trading Market
Alcatel-Lucent	ALU	0.7808	NYSE
American International Group, Inc.	AIG	0.1000	NYSE
AOL Inc.	AOL	0.1818	NYSE
AstraZeneca PLC *	AZN	4.0000	NYSE
AT&T Inc.	T	11.5603	NYSE
BP p.l.c. *	BP	3.0000	NYSE
Bristol-Myers Squibb Company	BMY	3.0000	NYSE
Brocade Communications Systems, Inc.	BRCD	0.0552	NASDAQ GS
BT Group plc	BT	2.0000	NYSE
CBS Corporation Class B	CBS	1.5000	NYSE
Cisco Systems, Inc.	CSCO	3.0000	NASDAQ GS
Citigroup Inc.	C	3.0000	NYSE
Comcast Corporation	CMCSA	2.9115	NASDAQ GS
Dell Inc.	DELL	5.0000	NASDAQ GS
Discover Financial Services	DFS	1.0000	NYSE
Eli Lilly and Company	LLY	2.0000	NYSE
EMC Corporation	EMC	2.0000	NYSE
LM Ericsson Telephone Company *	ERIC	1.8000	NASDAQ GS
Exxon Mobil Corporation	XOM	4.0000	NYSE
France Telecom *	FTE	2.0000	NYSE
Frontier Communications Corporation(2)	FTR	0.9602	NYSE
General Electric Company	GE	3.0000	NYSE
GlaxoSmithKline plc	GSK	3.0000	NYSE
Hewlett-Packard Company	HPQ	4.0000	NYSE
The Home Depot, Inc.	HD	4.0000	NYSE
Intel Corporation	INTC	2.0000	NASDAQ GS
International Business Machines Corporation	IBM	2.0000	NYSE
JDS Uniphase Corporation	JDSU	0.2500	NASDAQ GS
Johnson & Johnson	JNJ	4.0000	NYSE
LSI Corporation	LSI	0.2379	NYSE

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Medco Health Solutions, Inc.	MHS	0.7236	NYSE
Merck & Co., Inc.	MRK	3.0000	NYSE
Microsoft Corporation	MSFT	6.0000	NASDAQ GS
Morgan Stanley	MS	2.0000	NYSE
Nippon Telegraph and Telephone Corporation *	NTT	3.0000	NYSE
Nokia Corp. *	NOK	4.0000	NYSE
Novartis AG *	NVS	5.0000	NYSE
Oracle Corporation	ORCL	4.0000	NASDAQ GS
Pfizer Inc.	PFE	4.0000	NYSE
Qwest Communications International Inc.	Q	4.0000	NYSE
Sony Corporation *	SNE	2.0000	NYSE
Syngenta AG	SYT	1.0386	NYSE
Texas Instruments Incorporated	TXN	3.0000	NYSE
The Coca-Cola Company	KO	3.0000	NYSE
The Travelers Companies, Inc.	TRV	0.1716	NYSE
Time Warner Cable Inc.	TWC	0.5020	NYSE
Time Warner Inc.	TWX	2.0000	NYSE
TOTAL S.A. *	TOT	4.0000	NYSE
Toyota Motor Corporation *	TM	2.0000	NYSE
Verizon Communications Inc.(2)	VZ	4.0000	NYSE
Viacom Inc. Class B	VIA.B	1.5000	NYSE
Vodafone Group Public Limited Company*	VOD	4.3750	NASDAQ GS
Wal-Mart Stores, Inc.	WMT	4.0000	NYSE
Zimmer Holdings, Inc.	ZMH	0.3000	NYSE

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

(1) Effective June 21, 2010 (the “delisting date”), Deutsche Telekom AG, an underlying constituent of the Market 2000+ HOLDRS Trust (the “Trust”), was delisted from trading on the NYSE.  Pursuant to the prospectus for the Trust, as Deutsche Telekom AG was not listed for trading on another national securities exchange within five business days from the delisting date, it was distributed by The Bank of New York Mellon.  The rate of distribution was 0.05 Deutsche Telekom AG shares per Market 2000+ HOLDRS.  The record date and pay date for the distribution was July 1, 2010 and July 7, 2010, respectively

(2) As a result of the spin-off of Frontier Communications Corporation from Verizon Communications Inc., a component of the Market 2000+ HOLDRS Trust, Frontier Communications Corporation was added as an underlying security of the Market 2000+ HOLDRS Trust effective July 8, 2010.  Shareholders of Verizon Communications Inc. received 0.2400397313 shares of Frontier Communications Corporation.  The Bank of New York Mellon received 0.9601589252 shares of Frontier Communications Corporation for the 4 shares of Verizon Communications Inc. per 100 share round-lot of Market 2000+ HOLDRS.  Effective July 8, 2010, 0.9601589252 shares of Frontier Communications Corporation were required for creations/cancellations per 100 share round-lot of Market 2000+ HOLDRS.

The companies whose securities were initially included in the Market 2000+ HOLDRS at the time Market 2000+ HOLDRS were originally issued on August 29, 2000 were generally considered to be among the 50 largest and most liquid companies, measured by worldwide market capitalization on July 7, 2000, with securities traded on a U.S. stock market.  The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities.

The trust will only issue and cancel, and you may only obtain, hold, trade or surrender, Market 2000+ HOLDRS in a round-lot of 100 Market 2000+ HOLDRS and round-lot multiples.  The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Market 2000+ HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for

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	issuance of Market 2000+ HOLDRS.
	The number of outstanding Market 2000+ HOLDRS will increase and decrease as a result of in-kind deposits and withdrawals of the underlying securities.  The trust will stand ready to issue additional Market 2000+ HOLDRS on a continuous basis when an investor deposits the required number of securities with the trustee.
Purchases	You may acquire Market 2000+ HOLDRS in two ways:

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

· through a cash purchase in the secondary trading market.

Issuance and cancellation fees	If you wish to create Market 2000+ HOLDRS by delivering to the trust the requisite number of securities represented by a round-lot of 100 Market 2000+ HOLDRS, The Bank of New York Mellon, as trustee, will charge you an issuance fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS.  If you wish to cancel your Market 2000+ HOLDRS and withdraw your underlying securities, The Bank of New York Mellon, as trustee, will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS.
Commissions	If you choose to deposit underlying securities in order to receive Market 2000+ HOLDRS, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker in addition to the issuance fee charged by the trustee 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 Market 2000+ HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trustee.  With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, the record date for which falls in such calendar year.
Rights relating to Market 2000+ HOLDRS	You have the right to withdraw the underlying securities upon request by delivering a round-lot or integral multiple of a round-lot of Market 2000+ HOLDRS to the trustee, during the trustee’s business hours, and paying the cancellation fees, taxes and other charges.  You should receive the underlying securities no later than the business day after the trustee receives a proper notice of cancellation.  The trustee will not deliver fractional shares of underlying securities.  To the extent that any cancellation of Market 2000+ HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell the fractional share in the market and the trust, in turn, will deliver cash in lieu of the fractional share.  Except with respect to the right to vote for dissolution of the trust, the Market 2000+ HOLDRS themselves will not have voting rights.
Rights relating to the underlying securities	Market 2000+ HOLDRS represents your beneficial ownership of the underlying securities.  Owners of Market 2000+ HOLDRS have the same rights and privileges as if they beneficially owned the underlying securities in “street name” outside of Market 2000+ HOLDRS.  These include the right to instruct the trustee to vote the underlying securities or attend the shareholder meetings yourself, to receive any dividends and other distributions on the

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underlying securities that are declared and paid to the trustee by an issuer of an underlying security, the right to pledge Market 2000+ HOLDRS and the right to surrender Market 2000+ HOLDRS to receive the underlying securities and other property then represented by the Market 2000+ HOLDRS.  See “Description of the Depositary Trust Agreement.”  Market 2000+ HOLDRS does not change your beneficial ownership in the underlying securities under United States federal securities laws, including sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As a result, you have the same obligations to file insider trading reports that you would have if you held the underlying securities outside of Market 2000+ HOLDRS.  However, due to the nature of Market 2000+ HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Market 2000+ HOLDRS (and pay the applicable fees) and receive all of the underlying securities.

A holder of Market 2000+ HOLDRS is not a registered owner of the underlying securities.  In order to become a registered owner, a holder of Market 2000+ HOLDRS would need to surrender their Market 2000+ HOLDRS, pay the applicable fees and expenses, receive all of the underlying securities and follow the procedures established by the issuers of the underlying securities for registering their securities in the name of such holder.

You retain the right to receive any reports and communications that the issuers of underlying securities are required to send to beneficial owners of their securities.  As such, you will receive such reports and communications from the broker through which you hold your Market 2000+ HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Market 2000+ HOLDRS in “street name” through a brokerage account.  The trustee will not attempt to exercise the right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions.

The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with respect to the underlying securities.  However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange.  In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights may be distributed to you, may be disposed of for your benefit, or may lapse.

There may be a delay between the time any cash or other distribution is received by the trustee with respect to the underlying securities and the time such cash or other distributions are distributed to you.  In addition, you are not entitled to any interest on any distribution by reason of any delay in distribution by the trustee.  If any tax or other governmental charge becomes due with respect to Market 2000+ HOLDRS or any underlying securities, you will be responsible for paying that tax or governmental charge.

If you wish to participate in a tender offer for any of the underlying securities, or any form of stock repurchase program by an issuer of an underlying security, you must surrender your Market 2000+ HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in

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	exchange for your Market 2000+ 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 Market 2000+ HOLDRS or other corporate events, such as mergers, a Market 2000+ HOLDR may represent an interest in a fractional share of an underlying security.  You are entitled to receive distributions proportionate to your fractional shares.
	In addition, you are entitled to receive proxy materials and other shareholder communications and you are entitled to exercise voting rights proportionate to your fractional shares.  The trustee will aggregate the votes of all of the share fractions represented by Market 2000+ HOLDRS and will vote the largest possible number of whole shares.  If, after aggregation, there is a fractional remainder, this fraction will be ignored, because the issuer will only recognize whole share votes.  For example, if 100,001 round-lots of 100 Market 2000+ HOLDRS are outstanding and each round-lot of 100 Market 2000+ HOLDR represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Market 2000+ HOLDRS.  If holders of 50,000 round-lots of 100 Market 2000+ HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Market 2000+ HOLDRS vote their underlying securities “no,” there will be 87,500 affirmative votes and 87,501.75 negative votes.  The trustee will ignore the .75 negative votes and will deliver to the issuer 87,500 affirmative votes and 87,501 negative votes.
Reconstitution events	The depositary trust agreement provides for the automatic distribution of underlying securities from the Market 2000+ HOLDRS to you in the following four circumstances:

A.	If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS.
B.	If the U.S. Securities Exchange Commission (the “SEC”) finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS.
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 Market 2000+ HOLDRS, unless the consideration received consists of securities that are listed for trading on a U.S. national securities exchange.  In this case, the securities received will be treated as additional underlying securities and will be deposited into the trust.
D.	If an issuer’s underlying securities are delisted from trading on a U.S. national securities exchange and are not listed for trading on another U.S. national securities exchange within five business days from the date the

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securities are delisted.

To the extent a distribution of underlying securities from the Market 2000+ HOLDRS is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event.  However, any distribution of securities that are listed for trading on a U.S. national securities exchange will be deposited into the trust and will become part of the Market 2000+ HOLDRS.

Termination events	A.	The Market 2000+ HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Market 2000+ HOLDRS are delisted.
	B.	The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign.
	C.	Beneficial owners of at least 75% of outstanding Market 2000+ HOLDRS, 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.
	Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Market 2000+ HOLDRS surrendered, along with any taxes or other governmental charges, if any.
U.S. federal income tax consequences	The U.S. federal income tax laws will treat a U.S. receipt holder of Market 2000+ HOLDRS as directly owning the underlying securities.  The Market 2000+ 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 Market 2000+ HOLDRS are listed on the NYSE Arca under the symbol “MKH.”
Trading	Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Market 2000+ HOLDRS.  Bid and ask prices, however, are quoted per single Market 2000+ HOLDRS.
Clearance and settlement	Market 2000+ HOLDRS have been issued in book-entry form.  Market 2000+ HOLDRS are evidenced by one or more global certificates that the trustee has deposited with The Depository Trust Company, referred to as DTC.  Transfers within DTC will be in accordance with DTC’s usual rules and operating procedures.  For further information see “Description of Market 2000+ HOLDRS.”

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THE TRUST

General.  This discussion highlights information about the Market 2000+ 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 Market 2000+ HOLDRS.  The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”

The Market 2000+ HOLDRS Trust.  The trust was formed pursuant to the depositary trust agreement, dated as of July 26, 2000.  The depositary trust agreement was amended on August 18, 2000.  The Bank of New York Mellon is the trustee.  The Market 2000+ HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.

The Market 2000+ HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Market 2000+ HOLDRS.  The trustee will perform only administrative and ministerial acts.  The property of the trust consists of the underlying securities and all monies or other property, if any, received by the trustee.  The trust will terminate on December 31, 2040, or earlier if a termination event occurs.

DESCRIPTION OF MARKET 2000+ HOLDRS

The trust has issued Market 2000+ HOLDRS under the depositary trust agreement described in this prospectus under the heading “Description of the Depositary Trust Agreement.”  The trust may issue additional Market 2000+ HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee.

You may only acquire, hold, trade and surrender Market 2000+ HOLDRS in a round-lot of 100 Market 2000+ HOLDRS and round-lot multiples.  The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Market 2000+ HOLDRS.  In the event of a stock split, reverse stock split or other distribution by the issuer of an underlying security that results in a fractional share becoming represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Market 2000+ HOLDRS.

Market 2000+ HOLDRS will represent your individual and undivided beneficial ownership interest in the specified underlying securities.  The companies selected as part of this receipt program are listed above in the section entitled “Highlights of Market 2000+ HOLDRS—The Market 2000+ HOLDRS.”

Beneficial owners of Market 2000+ HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities in “street name” outside of the trust.  These include the right of investors to instruct the trustee to vote the underlying securities, to attend the shareholder’s meetings 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 pledge Market 2000+ HOLDRS or cancel Market 2000+ HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement.”  Market 2000+ HOLDRS are not intended to change your beneficial ownership in the underlying securities under U.S. federal securities laws, including sections 13(d) and 16(a) of the Exchange Act.

The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt.  Market 2000+ HOLDRS may trade in the secondary market at prices that are lower than the aggregate value of the corresponding underlying securities.  If, in such case, an owner of Market 2000+ HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Market 2000+ HOLDRS.  Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”

Market 2000+ HOLDRS are evidenced by one or more global certificates that the trustee has deposited with DTC and registered in the name of Cede & Co., as nominee for DTC.  Market 2000+ HOLDRS are available only in book-entry form.  Owners of Market 2000+ HOLDRS may hold their Market 2000+ HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.

DESCRIPTION OF THE UNDERLYING SECURITIES

Selection criteria.  The underlying securities of the Market 2000+ HOLDRS were, when the Market 2000+ HOLDRS were initially issued on August 29, 2000, the shares of common stock and American depositary shares of a group of 50 specified companies that, at the time of selection, were among the largest companies whose securities

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were traded on a U.S. stock market, as measured in terms of worldwide market capitalization on July 7, 2000.  The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities.

Due to distributions of securities by underlying issuers, reconstitution events or other events, one or more of the issuers of the underlying securities may no longer have a market capitalization which ranks among the 50 companies with the largest market capitalization whose securities are traded on a U.S. stock market.  In this case, the Market 2000+ HOLDRS may consist of securities issued by companies that do not have the largest market capitalization.

Underlying securities.  For a list of the underlying securities represented by Market 2000+ HOLDRS, please refer to “Highlights of Market 2000+ HOLDRS—The Market 2000+ HOLDRS.”  The underlying securities may change as a result of a reconstitution event, a distribution of securities by an underlying issuer or other event.

No investigation.  The trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate of these entities have not performed any investigation or review of the selected companies, including the public filings by the companies.  Accordingly, before you acquire Market 2000+ HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities.  See “Risk Factors” and “Where You Can Find More Information.”  Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their 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 currently underlying securities currently represented by a single Market 2000+ HOLDR, measured at the close of the business day as of the end of each month from January 30, 1998 to February 28, 2011.  The performance table and graph data are adjusted for any splits that may have occurred over the measurement period.  Past performance of the underlying securities are not necessarily indicative of future values.

1998	Closing Price		1999	Closing Price		2000	Closing Price		2001	Closing Price
January 30		58.39	January 29		89.67	January 31		112.88	January 31		109.45
February 27		62.37	February 26		90.14	February 29		110.62	February 28		98.80
March 31		65.43	March 31		96.47	March 31		123.21	March 30		94.44
April 30		67.47	April 30		96.49	April 28		118.47	April 30		100.54
May 29		65.18	May 28		92.85	May 31		114.09	May 31		98.86
June 30		71.83	June 30		97.62	June 30		120.23	June 29		97.95
July 31		73.34	July 30		95.25	July 31		120.53	July 31		96.26
August 31		61.76	August 31		95.17	August 31		123.50	August 31		88.50
September 30		65.83	September 30		94.96	September 29		120.47	September 28		85.83
October 30		71.09	October 29		106.16	October 31		121.14	October 31		86.25
November 30		76.79	November 30		111.75	November 30		112.69	November 30		90.72
December 31		83.34	December 31		120.56	December 29		110.83	December 31		89.17

2002	Closing Price		2003	Closing Price		2004	Closing Price		2005	Closing Price
January 31		84.76	January 31		62.66	January 30		79.34	January 31		77.22
February 28		83.98	February 28		59.52	February 27		81.19	February 28		78.70
March 28		84.17	March 31		59.96	March 31		79.00	March 31		73.11
April 30		77.70	April 30		66.67	April 30		78.63	April 29		70.67
May 31		76.29	May 30		68.49	May 28		79.34	May 31		73.11
June 28		73.06	June 30		68.03	June 30		78.97	June 30		73.68
July 31		67.73	July 31		71.04	July 30		77.29	July 29		76.03
August 30		67.21	August 29		69.55	August 31		77.47	August 31		75.40
September 30		59.42	September 30		68.82	September 30		76.04	September 30		76.99
October 31		67.56	October 31		72.07	October 29		74.02	October 31		76.93
November 29		71.51	November 28		71.24	November 30		76.15	November 30		78.49
December 31		65.44	December 31		77.48	December 31		78.85	December 30		78.87

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2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January 31		79.17	January 31		89.46	January 31		81.67	January 30		41.01
February 28		78.91	February 28		86.97	February 29		76.23	February 27		37.25
March 31		80.17	March 30		87.36	March 31		74.22	March 31		39.58
April 28		80.72	April 30		91.20	April 30		77.78	April 30		41.39
May 31		77.53	May 31		93.72	May 30		74.51	May 29		43.48
June 30		77.05	June 29		93.20	June 30		66.64	June 30		43.91
July 31		78.65	July 31		88.85	July 31		65.83	July 31		46.40
August 31		81.20	August 31		90.18	August 29		64.11	August 31		47.97
September 29		83.35	September 28		92.80	September 30		52.06	September 30		48.83
October 31		85.80	October 31		92.03	October 31		45.60	October 30		48.50
November 30		87.47	November 30		87.26	November 28		43.71	November 30		50.77
December 29		89.92	December 31		87.00	December 31		45.03	December 31		51.47

2010	Closing Price		2011	Closing Price
January 29		48.88	January 31		53.66
February 26		49.23	February 28		55.17
March 31		51.55
April 30		50.74
May 28		46.33
June 30		44.16
July 30		47.11
August 31		45.62
September 30		49.30
October 29		50.98
November 30		49.68
December 31		52.71

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DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT

General.  The depositary trust agreement, dated as of July 26, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Market 2000+ HOLDRS, provides that Market 2000+ HOLDRS will represent an owner’s undivided beneficial ownership interest in the securities of the underlying companies.  The depositary trust agreement was amended on August 18, 2000 to modify the reconstitution events, as described below.

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

Issuance, transfer and surrender of Market 2000+ HOLDRS.  You may create and cancel Market 2000+ HOLDRS only in round-lots of 100 Market 2000+ HOLDRS.  You may create Market 2000+ HOLDRS by delivering to the trustee the requisite underlying securities.  The trust will only issue Market 2000+ HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Market 2000+ HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Market 2000+ HOLDRS.  Similarly, you must surrender Market 2000+ HOLDRS in integral multiples of 100 Market 2000+ HOLDRS to withdraw deposited shares from the trust.  The trustee will not deliver fractional shares of underlying securities, and to the extent that any cancellation of Market 2000+ HOLDRS would otherwise require the delivery of fractional shares, the trust will deliver cash in lieu of such shares.  You may request withdrawal of your deposited shares during the trustee’s normal business hours.  The trustee expects that in most cases it will deliver your deposited shares within one business day of your withdrawal request.

Voting rights.  You will receive proxy soliciting materials provided by issuers of the deposited shares so as to permit you to give the trustee instructions as to how to vote on matters to be considered at any annual or special meetings held by issuers of the underlying securities.

Under the depositary trust agreement, any beneficial owner of Market 2000+ HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Market 2000+ HOLDRS for its own proprietary account as principal, will have the right to vote to dissolve and liquidate the trust.

Distributions.  You will be entitled to receive, net of trustee fees, distributions of cash, including dividends, securities or property, if any, made with respect to the underlying securities.  The trustee will use its reasonable efforts to ensure that it distributes these distributions as promptly as practicable after the date on which it receives the distribution.  Therefore, you may receive your distributions substantially later than you would have had you held the underlying securities directly.  Any distributions of securities by an issuer of underlying securities will be deposited into the trust and will become part of the Market 2000+ HOLDRS if such securities are listed for trading on a U.S. national securities exchange.  In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights will be distributed to you through the trustee, if practicable, and if the rights and the securities that those rights relate to are exempt from registration or are registered under the Securities Act of 1933, as amended (the “Securities Act”).  Otherwise, if practicable, the rights will be disposed of and the net proceeds distributed to you by the trustee.  In all other cases, the rights will lapse.

You will be obligated to pay any tax or other charge that may become due with respect to Market 2000+ HOLDRS.  The trustee may deduct the amount of any tax or other governmental charge from a distribution before making payment to you.  In addition, the trustee will deduct its quarterly custody fee of $2.00 for each round-lot of 100 Market 2000+ HOLDRS from quarterly dividends, if any, paid to the trustee by the issuers of the underlying securities.  With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.

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Record dates.  With respect to dividend payments and voting instructions, the trustee expects to fix the trust’s record dates as close as possible to the record date fixed by the issuer of the underlying securities.

Shareholder communications.  The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities.

Withdrawal of underlying securities.  You may surrender your Market 2000+ HOLDRS and receive underlying securities during the trustee’s normal business hours and upon the payment of applicable fees, taxes or governmental charges, if any.  You should receive your underlying securities no later than the business day after the trustee receives your request.  If you surrender Market 2000+ HOLDRS in order to receive underlying securities, you will pay to the trustee a cancellation fee of up to $10.00 per round-lot of 100 Market 2000+ HOLDRS.

Further issuances of Market 2000+ HOLDRS.  The depositary trust agreement provides for further issuances of Market 2000+ HOLDRS on a continuous basis without your consent.

Reconstitution events.  The depositary trust agreement provides for the automatic distribution of underlying securities from Market 2000+ HOLDRS to you in the following four circumstances:

A. If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS.

B. If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Market 2000+ HOLDRS.

C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation, corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company to the beneficial owners of Market 2000+ HOLDRS, unless the consideration received is securities that are listed for trading on a U.S. national securities exchange.  In any other case, the additional securities received as consideration 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 such securities are delisted.

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

Termination of the trust.  The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, within 60 days from the date the trustee provides notice to the initial depositor of its intent to resign.  Upon termination, the beneficial owners of Market 2000+ HOLDRS will surrender their Market 2000+ HOLDRS as provided in the depositary trust agreement, including payment of any fees of the trustee or applicable taxes or governmental charges due in connection with delivery to the owners of the underlying securities.  The trust also will terminate if Market 2000+ HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Market 2000+ HOLDRS are delisted.  Finally, the trust will terminate if 75% of the owners of outstanding Market 2000+ HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, vote to dissolve and liquidate the trust.

If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event occurs.

Amendment of the depositary trust agreement.  The trustee and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any provisions of the depositary trust agreement without the consent

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of any other depositor or any of the owners of the Market 2000+ HOLDRS.  Promptly after the execution of any amendment to the agreement, the trustee must furnish or cause to be furnished written notification of the substance of the amendment to each owner of Market 2000+ HOLDRS.  Any amendment that imposes or increases any fees or charges, subject to exceptions, or that otherwise prejudices any substantial existing right of the owners of Market 2000+ HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Market 2000+ HOLDRS.

Issuance and cancellation fees.  If you wish to create Market 2000+ HOLDRS by delivering to the trust the requisite underlying securities represented by a round-lot of 100 Market 2000+ HOLDRS, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS.  If you wish to cancel your Market 2000+ HOLDRS and withdraw your underlying securities, the trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Market 2000+ HOLDRS issued.  The trustee may negotiate either of these fees depending on the volume, frequency and size of the issuance or cancellation transactions.

Commissions.  If you choose to create Market 2000+ HOLDRS you will be responsible for paying any sales commissions associated with your purchase of the underlying securities that is charged by your broker, whether it be Merrill Lynch, Pierce, Fenner & Smith Incorporated or another broker, in addition to the issuance fee described above.

Custody fees.  The Bank of New York Mellon, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Market 2000+ HOLDRS to be deducted from any cash dividend payments or other cash distributions on underlying securities received by the trustee.  With respect to the aggregate custody fee payable in any calendar year for each Market 2000+ HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.  The trustee cannot recapture unpaid custody fees from prior years.

Address of the trustee.  The Bank of New York Mellon, ADR Division, 101 Barclay Street, New York, New York 10286.

Governing law.  The depositary trust agreement and the Market 2000+ HOLDRS are governed by the laws of the State of New York.  The trustee will provide the depositary trust agreement to any owner of the underlying securities free of charge upon written request.

Duties and immunities of the trustee.  The trustee assumes no responsibility or liability for, and makes no representations as to, the validity or sufficiency, or as to the accuracy of the recitals, if any, set forth in the Market 2000+ HOLDRS.

The trustee has undertaken to perform only those duties as are specifically set forth in the depositary trust agreement.  Subject to the preceding sentence, the trustee will be liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee was not negligent in ascertaining the relevant facts.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

General

The following discussion represents the opinion of Shearman & Sterling LLP, our special U.S. federal income tax counsel, as to the principal U.S. federal income tax consequences relating to the Market 2000+ HOLDRS for receipt holders.  A “U.S. receipt holder” is a receipt holder that is:

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

· a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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

· a trust if either (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

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

If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds Market 2000+ HOLDRS, the tax treatment of the partnership and each partner will generally depend on the status of the partner and the activities of the partnership.  Partnerships acquiring Market 2000+ HOLDRS, and partners in such partnerships, should consult their tax advisors.

This discussion is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations, possibly on a retroactive basis.  The discussion does not deal with all U.S. federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules, such as (without limitation) tax-exempt entities, banks, U.S. receipt holders that directly or indirectly own 10% or more of the voting stock of an issuer of the underlying securities, dealers in securities, U.S. receipt holders whose functional currency is not the U.S. dollar, investors who acquire or hold any Market 2000+ HOLDRS as part of a conversion transaction, straddle, hedging or other integrated transaction, certain former citizens and residents of the United States and persons subject to U.S. estate, gift or alternative minimum tax.  In addition, this discussion generally is limited to investors who will hold the Market 2000+ HOLDRS as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).  Moreover, this discussion does not address Market 2000+ HOLDRS held by a partnership or other flow through entity for U.S. federal income tax purposes.  We recommend that you consult with your own tax advisor with regard to the application of the U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

Taxation of the trust

The trust will provide for flow through tax consequences as it will be treated as a grantor trust or custodial arrangement for U.S. federal income tax purposes.

Taxation of Market 2000+ HOLDRS

A U.S. receipt holder purchasing and owning Market 2000+ HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Market 2000+ HOLDRS.  Consequently, if there is a taxable cash distribution on an underlying security, a U.S. receipt holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the U.S. receipt holder receives the cash distribution from the trustee.

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Qualified dividend income received in respect of Market 2000+ HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates, which are currently scheduled to expire for taxable years beginning after December 31, 2012.  Qualified dividend income includes dividends received from domestic corporations and “qualified foreign corporations,” as such term is defined below under “Special considerations with respect to underlying securities of foreign issuers.”  In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder’s holding period with respect to an underlying security may be tolled for any period in which such U.S. receipt holder has diminished its risk of loss in respect of such security by, for example, entering into a hedging transaction.  Special rules apply to a U.S. receipt holder who leverages its investment in Market 2000+ HOLDRS.  U.S. receipt holders that are corporations may be eligible for a dividends-received deduction in respect of dividends received from domestic corporations.

A U.S. receipt holder will determine its initial tax basis in each of the underlying securities by allocating the purchase price for the Market 2000+ HOLDRS among the underlying securities based on their relative fair market values at the time of purchase.  Similarly, when a U.S. receipt holder sells Market 2000+ HOLDRS, it will determine the amount realized with respect to each security by allocating the sales price among the underlying securities based on their relative fair market values at the time of sale.  A U.S. receipt holder’s gain or loss with respect to each security will be computed by subtracting its adjusted basis in the security from the amount realized on the security.  With respect to purchases of Market 2000+ HOLDRS for cash in the secondary market, a U.S. receipt holder’s aggregate tax basis in each of the underlying securities will be equal to the purchase price of the Market 2000+ HOLDRS.  Similarly, with respect to sales of Market 2000+ HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Market 2000+ HOLDRS will be equal to the aggregate amount realized with respect to each of the underlying securities.

The distribution of any securities by the trust upon the surrender of Market 2000+ HOLDRS, the occurrence of a reconstitution event or a termination event will not be a taxable event, except to the extent that cash is distributed in lieu of fractional shares.  Gain or loss with respect to fractional shares shall be computed by allocating a portion of the aggregate tax basis of the distributed securities to such fractional shares.  The U.S. receipt holder’s aggregate tax basis with respect to the distributed securities will be the same as when held through the trust, less any tax basis allocated to fractional shares.  The U.S. receipt holder’s holding period with respect to the distributed securities will include the period that the U.S. receipt holder held the securities through the trust.

Brokerage fees and custodian fees

The brokerage fee incurred in purchasing a receipt will be treated as part of the cost of the underlying securities.  Accordingly, a U.S. receipt holder includes this fee in its tax basis in the underlying securities.  A U.S. receipt holder will allocate the brokerage fee among the underlying securities using either a fair market value allocation or pro rata based on the number of shares of each underlying security.  Similarly, the brokerage fee incurred in selling Market 2000+ HOLDRS will reduce the amount realized with respect to the underlying securities.

A U.S. receipt holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid.  These custodian fees will be treated as an expense incurred in connection with a U.S. receipt holder’s investment in the underlying securities and may be deductible.  If a U.S. receipt holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part.

Special considerations with respect to underlying securities of foreign issuers

If any of the underlying securities are securities of foreign issuers, the gross amount of any taxable cash distribution generally will not be eligible for the dividends-received deduction provided to corporations.

Dividends received by certain U.S. receipt holders from an issuer of underlying securities that is a “qualified foreign corporation” will be eligible for U.S. federal income taxation at the preferential rates for dividends mentioned above.  A qualified foreign corporation includes:

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· 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.  For this purpose, dividends distributed by a foreign issuer generally will constitute “passive category income.”  For purposes of the U.S. foreign tax credit limitation, dividends received by a U.S. receipt holder with respect to an underlying security of a foreign issuer generally will be treated as foreign-source income while any gain or loss recognized from the sale of such security generally will be treated as from sources within the United States.  Accordingly, if any foreign income taxes are withheld upon the sale of an underlying security of a foreign issuer, the availability of foreign tax credits with respect to such taxes may be limited unless the U.S. receipt holder has other foreign-source income.  The rules relating to the determination of the foreign tax credit are complex and we recommend that U.S. receipt holders consult their own tax advisors to determine whether and to what extent a credit would be available.

Dividends and distributions made by a foreign issuer may be subject to a foreign withholding tax.  Some foreign issuers may make arrangements through which holders of their American depositary shares or global shares can apply for a refund of withheld taxes.  With respect to these issuers, U.S. receipt holders of Market 2000+ HOLDRS may be able to use these arrangements to apply for a refund of withheld taxes.  In some cases, however, the U.S. receipt holders of Market 2000+ HOLDRS may have to apply independently to a foreign tax authority for a refund of withheld taxes.

Furthermore, special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC.  The initial depositor and the trustee do not undertake to review, periodically or otherwise, or make inquiries regarding the PFIC status of the underlying issuers or to notify the U.S. receipt holders of such status, and no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner that affects the PFIC determination.  A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules, either:

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

· on average at least 50% of the gross value of its assets is attributable to assets that produce “passive income” or are held for the production of passive income.

Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents and gains from commodities and securities transactions.

If a corporation were classified as a PFIC, a U.S. receipt holder could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the Market 2000+ HOLDRS or of the underlying securities or upon the receipt of “excess distributions.”  To avoid the interest charge provisions described in the preceding sentence, a U.S. receipt holder may be able to make one of certain elections (to the extent available under specific rules and, if applicable, the underlying issuer provides certain requisite information) including an

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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.

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.

U.S. receipt holders should also be aware that recently enacted legislation may broaden the current IRS Form 8621 filing requirements or impose an additional annual filing requirement for U.S. persons owning shares of a PFIC.  The legislation does not describe what information would be required to be included in either situation, but grants the Secretary of the Treasury Department power to make this determination.  U.S. receipt holders should consult their independent tax advisors regarding the application of the PFIC rules to their purchase, ownership and disposition of the Market 2000+ HOLDRS, including the availability and advisability of making any elections thereunder and the application of the recently enacted legislation to their particular situations.

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 Market 2000+ HOLDRS or of the underlying securities unless:

· in the case of any gain realized by an individual non-U.S. receipt holder, the non-U.S. receipt holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met;

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

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· 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 Market 2000+ HOLDRS (or the underlying securities).  If you are a U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you are an exempt holder 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.

In addition, U.S. receipt holders should be aware that recently enacted legislation imposes new reporting requirements with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds U.S. $50,000.  Similarly, non-U.S. receipt holders should be aware of recent legislation that, beginning on January 1, 2013, would impose a 30% withholding tax on certain payments (which could include dividends on and gross proceeds from the sale or other disposition of shares of stock of a U.S. issuer) made to a non-U.S. entity that fails to disclose the identity of its direct or indirect “substantial United States owners” or to certify that it has no such owners.  Various exceptions are provided under the legislation and additional exceptions may be provided by subsequent guidance.  Receipt holders should consult their independent tax advisors regarding the potential application and impact of these new requirements to their purchase, ownership and disposition of the Market 2000+ HOLDRS based upon their particular situations.

The preceding discussion does not address all aspects of U.S. federal income taxation that may be relevant in light of a receipt holder’s or an issuer’s particular facts and circumstances.  We recommend that investors consult their own tax advisors.

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ERISA CONSIDERATIONS

Any plan fiduciary which proposes to have a plan acquire Market 2000+ HOLDRS should consult with its counsel with respect to the potential applicability of the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Code to this investment, and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied.  Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Market 2000+ HOLDRS is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio.

PLAN OF DISTRIBUTION

In accordance with the depositary trust agreement, the trust issued Market 2000+ HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Market 2000+ HOLDRS.  The trust delivered the initial distribution of Market 2000+ HOLDRS against deposit of the underlying securities in New York, New York on approximately February 11, 2001.

Investors who purchase Market 2000+ HOLDRS through a fee-based brokerage account will pay fees charged by the brokerage account.  We recommend that investors review the terms of their brokerage accounts for details on applicable charges.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has from time to time provided investment banking and other financial services to some of the issuers of the underlying securities and expects in the future to provide these services, for which they have received and will receive customary fees and commissions.  Merrill Lynch, Pierce, Fenner & Smith Incorporated also may have served as counterparty in other transactions with some of the issuers of the underlying securities.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has used and may continue to use this prospectus, as updated from time to time, in connection with offers and sales related to market-making transactions in the Market 2000+ HOLDRS.  Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or agent in these transactions.  Market-making sales will be made at prices related to prevailing market prices at the time of sale.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to indemnify the trustee against some civil liabilities related to acts performed or not performed by the trustee in accordance with the depositary trust agreement or periodic reports filed or not filed with the SEC with respect to the Market 2000+ HOLDRS.  Should a court determine not to enforce the indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated also has agreed to contribute to payments the trustee may be required to make with respect to these liabilities.

LEGAL MATTERS

Legal matters, including the validity of the Market 2000+ HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Market 2000+ HOLDRS, by Shearman & Sterling LLP, New York, New York.  Shearman & Sterling LLP, as special U.S. tax counsel to the trust, also rendered an opinion regarding the material U.S. federal income tax consequences relating to the Market 2000+ HOLDRS.

WHERE YOU CAN FIND MORE INFORMATION

Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Market 2000+ HOLDRS.  While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement.  You should review 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.

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Since the securities of the issuers of the underlying securities are registered under the Exchange Act, the issuers of the underlying securities are required to file periodically financial and other information specified by the SEC.

For more information about the issuers of the underlying securities, information provided to or filed with the SEC by the issuers of the underlying securities with respect to their registered securities can be inspected at the SEC’s public reference facilities or accessed through the SEC’s Web site referenced above.  However, some of the issuers of the underlying securities may be considered foreign issuers.  The requirements for filing periodic financial and other information for foreign issuers differ from that of domestic issuers.  In particular, foreign issuers are not required to file quarterly reports with the SEC and are not required to file periodic financial and other information on EDGAR.  Therefore, this information may not be accessible through the SEC’s Web site.  Information regarding the issuers of the underlying securities may also be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information.

The trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates are not affiliated with the issuers of the underlying securities, and the issuers of the underlying securities have no obligations with respect to Market 2000+ HOLDRS.  This prospectus relates only to Market 2000+ HOLDRS and does not relate to the other securities of the issuers of the underlying securities.  The information in this prospectus regarding the issuers of the underlying securities has been derived from the publicly available documents described in the preceding paragraph.  We have not participated in the preparation of these documents or made any due diligence inquiries with respect to the issuers of the underlying securities in connection with Market 2000+ HOLDRS.  We make no representation that these publicly available documents or any other publicly available information regarding the issuers of the underlying securities are accurate or complete.  Furthermore, we cannot assure you that all events occurring prior to the date of this prospectus, including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph, that would affect the trading price of the securities of the issuers of the underlying securities, and therefore the offering and trading prices of the Market 2000+ HOLDRS, have been publicly disclosed.

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ANNEX A

This annex forms an integral part of the prospectus.  The following information regarding the underlying securities was derived from publicly available information released by third-party sources.  None of this information was prepared by us or our affiliates or on our or our affiliates’ behalf and none of Merrill, Lynch, Pierce, Fenner & Smith Incorporated, the Bank of New York Mellon or any of their respective affiliates assumes any responsibility for the accuracy or completeness of such information.

The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 2006, 2007, 2008, 2009 and 2010 to February 28, 2011.  A table outlining the primary U.S. stock market on which the securities of the issuers are listed can be found under “Highlights of Market 2000+ HOLDRS—The Market 2000+ HOLDRS.”  The primary foreign stock markets on which the securities of the foreign issuers included in the Market 2000+ HOLDRS are listed are described below.  The historical prices of the underlying securities should not be taken as an indication of future performance.

ALCATEL-LUCENT (ALU)

Alcatel-Lucent offers products, solutions, and transformation services that enable service providers, enterprises, governments, and strategic industries to deliver voice, data and video communication services to end-users worldwide.  It develops and sells software and related services that manage customer interactions.  The company offers a software suite that connects customers with the resources to fulfill customer requests and meet customer care goals.  It also provides software and related services, which support service provider business priorities in the areas of application innovation, enhanced communications, digital media, real-time rating and charging, and subscriber data management, as well as offers tools for providers to enable customers to manage their mobile devices and services at home.  In addition, the company offers voice telephony and data networking solutions, and end-to-end communications networks and individual network elements, as well as designs and sells a suite of radio frequency products, such as cable, antenna, tower systems, and their related electronic components.  Further, the company designs, integrates, manages and maintains networks.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		13.40	January		13.00	January		6.33	January		1.97	January		3.33	January		3.31
February		13.50	February		12.81	February		5.87	February		1.31	February		3.04	February		4.90
March		15.40	March		11.82	March		5.76	March		1.86	March		3.12
April		14.42	April		13.25	April		6.67	April		2.50	April		3.17
May		13.27	May		13.72	May		7.51	May		2.54	May		2.57
June		12.61	June		14.00	June		6.04	June		2.48	June		2.54
July		11.28	July		11.60	July		6.01	July		2.76	July		2.98
August		12.53	August		10.95	August		6.18	August		3.75	August		2.57
September		12.18	September		10.18	September		3.84	September		4.49	September		3.38
October		12.70	October		9.69	October		2.57	October		3.69	October		3.48
November		13.28	November		8.10	November		2.14	November		3.34	November		2.74
December		14.22	December		7.32	December		2.15	December		3.32	December		2.96

A-1

AMERICAN INTERNATIONAL GROUP, INC. (AIG)

American International Group, Inc., provides insurance and related services in the United States and internationally.  It operates in four segments: General Insurance, Domestic Life Insurance and Retirement Services, Foreign Life Insurance and Retirement Services, and Financial Services.  The General Insurance segment provides property and casualty insurance, as well as various personal lines.  The Domestic Life Insurance and Retirement Services segment offers life insurance products that include a range of protection products comprising individual term and universal life insurance, and group life and health products; payout annuities that consist of single premium immediate annuities, structured settlements, and terminal funding annuities; and group retirement products, and individual fixed and variable annuities.  The Foreign Life Insurance and Retirement Services segment provides insurance and investment-oriented products, such as whole and term life, investment linked, universal life and endowments, personal accident and health products, and fixed and variable annuities, as well as group products, including pension, life and health.  The Financial Services segment engages commercial aircraft and equipment leasing, capital markets operations, consumer finance, and insurance premium financing.  American International Group also provides reinsurance products.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		1096.73	January		1146.83	January		920.98	January		21.45	January		20.30	January		40.35
February		1111.81	February		1124.38	February		785.10	February		7.04	February		20.75	February		37.06
March		1107.29	March		1126.22	March		724.62	March		16.75	March		28.60
April		1093.21	April		1171.29	April		774.04	April		23.12	April		32.59
May		1018.66	May		1212.00	May		603.15	May		28.31	May		29.64
June		989.34	June		1173.30	June		443.32	June		19.43	June		28.85
July		1016.48	July		1075.29	July		436.45	July		11.01	July		32.23
August		1069.25	August		1105.78	August		360.05	August		37.97	August		28.42
September		1110.13	September		1133.42	September		55.79	September		36.95	September		32.75
October		1125.38	October		1057.53	October		32.00	October		28.16	October		35.19
November		1178.16	November		973.92	November		33.68	November		23.79	November		34.59
December		1200.61	December		976.77	December		26.30	December		25.11	December		48.27

AOL INC. (AOL)

AOL Inc. operates as a Web services company that offers a variety of service offerings.  Its business spans online content, products, and services for consumers, publishers, and advertisers.  The company produces digital content and sells premium display advertising.  AOL Inc. operates approximately 80 premium branded and content sites.  Its content brands primarily include AOL.com, Moviefone, FanHouse, ParentDish, Asylum, Spinner, DailyFinance, BlackVoices, AOL Latino, PoliticsDaily, Engadget, WalletPop, and Patch.  The company also operates an advertising network in the United States, which focuses on building content for its consumers, as well as on providing products and services for its advertising and publishing partners.  The company provides its online advertising services on its owned and operated properties, as well as on third-party Web sites.  In addition, AOL Inc. offers Internet subscription access services, which serve as a distribution channel for the company’s consumer offerings in the United States.  The company was formerly known as America Online, Inc. and changed its name to AOL Inc. in 2006.  AOL Inc. operates independently of Time Warner Inc. as of December 4, 2009.

2006

Closing Price

2007

Closing Price

2008

Closing Price

2009

Closing Price

2010

Closing Price

2011

Closing Price

January

*

January

*

January

*

January

*

January

23.97

January

23.52

February

*

February

*

February

*

February

*

February

24.78

February

20.87

March

*

March

*

March

*

March

*

March

25.28

April

*

April

*

April

*

April

*

April

23.41

May

*

May

*

May

*

May

*

May

20.63

June

*

June

*

June

*

June

*

June

20.79

July

*

July

*

July

*

July

*

July

20.92

August

*

August

*

August

*

August

*

August

22.22

September

*

September

*

September

*

September

*

September

24.75

October

*

October

*

October

*

October

*

October

26.68

November

*

November

*

November

*

November

24.60

November

24.18

December

*

December

*

December

*

December

23.28

December

23.71

A-2

ASTRAZENECA PLC (AZN)

AstraZeneca PLC is a biopharmaceutical company that discovers, develops, manufactures and markets prescription pharmaceuticals in the areas of cancer, cardiovascular, gastrointestinal, infection, neuroscience, and respiratory and inflammation illnesses worldwide.  Its product line primarily comprises Crestor for managing cholesterol levels; Nexium for acid reflux; Synagis for respiratory syncytial virus (RSV); Seroquel for schizophrenia, bipolar disorder, and major depressive disorders; Arimidex for breast cancer; and Symbicort for asthma and chronic obstructive pulmonary disease.  The company also engages in the research, development, manufacture, and marketing of medical devices and implants used in urology, surgery, and odontology.  In addition, the company develops and manages hospital-based outpatient cancer centers in the United States.  Further, the company focuses on the discovery and development of anti-viral therapies; and designs and manufactures bespoke dental implant abutments using a patented CAD/CAM method.  The company markets its products primarily to care and specialist physicians, as well as to other healthcare professionals through distributors or local representative offices.  The company was formerly known as Zeneca Group PLC and changed its name to AstraZeneca PLC in April 1999.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		48.64	January		55.95	January		42.10	January		38.53	January		46.49	January		48.90
February		46.25	February		56.13	February		37.63	February		31.59	February		44.12	February		49.17
March		50.23	March		53.65	March		37.99	March		35.45	March		44.72
April		55.13	April		54.31	April		41.98	April		34.97	April		44.23
May		52.94	May		53.18	May		43.69	May		41.72	May		42.25
June		59.82	June		53.48	June		42.53	June		44.14	June		47.13
July		61.03	July		51.83	July		48.55	July		46.44	July		50.44
August		65.14	August		49.20	August		48.70	August		46.63	August		49.43
September		62.50	September		50.07	September		43.88	September		44.95	September		50.70
October		58.70	October		49.10	October		42.46	October		44.91	October		50.46
November		57.89	November		47.38	November		37.73	November		44.83	November		46.93
December		53.55	December		42.82	December		41.03	December		46.94	December		46.19

A-3

AT&T INC. (T)

AT&T Inc. operates as a communications holding company.  Its subsidiaries and affiliates provide the AT&T brand services in the United States and internationally.  The company’s Wireless segment offers wireless voice communications services, including local wireless communications, long-distance and roaming services with various postpaid and prepaid service plans.  This segment also supplies various handsets and personal computer wireless data cards, as well as accessories.  Its Wireline segment offers voice services, including local and long-distance services, calling card, 1-800 services, conference calling, wholesale switched access service, caller ID, call waiting and voice mail services.  This segment also provides data services, such as switched and dedicated transport, Internet access and network integration and data equipment; high-speed connections comprising private lines, packet, dedicated Internet and enterprise networking services, as well as DSL/broadband, dial-up Internet access and WiFi products; businesses voice applications over IP-based networks; and local, interstate and international wholesale networking capacity to other service providers.  In addition, it offers managed Web hosting, application management, security and related consulting services, integration services, outsourcing, directory and operator assistance services, government-related services and U-verse television and satellite video services.  The company’s Advertising and Publishing segment publishes Yellow and White Pages directories; sells directory and Internet-based advertising; and provides multi-enterprise collaboration services to businesses in various industries, including retail, financial services, manufacturing, healthcare and telecom.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		25.95	January		37.63	January		38.49	January		24.62	January		25.36	January		27.52
February		27.59	February		36.80	February		34.83	February		23.77	February		24.81	February		28.38
March		27.04	March		39.43	March		38.30	March		25.20	March		25.84
April		26.21	April		38.72	April		38.71	April		25.62	April		26.06
May		26.06	May		41.34	May		39.90	May		24.79	May		24.30
June		27.89	June		41.50	June		33.69	June		24.84	June		24.19
July		29.99	July		39.16	July		30.81	July		26.23	July		25.94
August		31.13	August		39.87	August		31.99	August		26.05	August		27.03
September		32.56	September		42.31	September		27.92	September		27.01	September		28.60
October		34.25	October		41.79	October		26.77	October		25.67	October		28.52
November		33.91	November		38.21	November		28.56	November		26.94	November		27.79
December		35.75	December		41.56	December		28.50	December		28.03	December		29.38

A-4

BP P.L.C. (BP)

BP p.l.c. provides fuel for transportation, energy for heat and light, retail services, and petrochemicals products.  The company operates through two segments: Exploration and Production, and Refining and Marketing.  The Exploration and Production segment engages in the oil and natural gas exploration, field development, and production; as well as marketing and trading of natural gas, including liquefied natural gas, and power and natural gas liquids.  This segment also owns and manages crude oil and natural gas pipelines; processing and export terminals; and liquefied natural gas LNG processing facilities and transportation, as well as involves in gas marketing and trading activities.  The Refining and Marketing segment engages in the supply and trading, refining, marketing, and transportation of crude oil, petroleum, and petrochemicals products and related services to wholesale and retail customers under the Aral, Amoco, ARCO, BP, and Castrol brands.  The Other Businesses and Corporate segment produces and markets rolled aluminum products, as well as generates energy through wind, solar, biofuels, hydrogen, and carbon capture and storage sources.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		72.31	January		63.51	January		63.95	January		42.47	January		56.12	January		47.47
February		66.42	February		61.54	February		64.87	February		38.36	February		53.21	February		48.47
March		68.94	March		64.75	March		60.65	March		40.10	March		57.07
April		73.72	April		67.32	April		72.79	April		42.46	April		52.15
May		70.70	May		67.01	May		72.51	May		49.50	May		42.95
June		69.61	June		72.14	June		69.57	June		47.68	June		28.88
July		72.52	July		69.40	July		61.44	July		50.04	July		38.47
August		68.05	August		67.36	August		57.63	August		51.45	August		34.83
September		65.58	September		69.35	September		50.17	September		53.23	September		41.17
October		67.10	October		77.99	October		49.70	October		56.62	October		40.80
November		68.08	November		72.74	November		48.69	November		57.18	November		40.00
December		67.10	December		73.17	December		46.74	December		57.97	December		44.17

BRISTOL-MYERS SQUIBB COMPANY (BMY)

Bristol-Myers Squibb Company, a global biopharmaceutical company, engages in discovering, developing and delivering medicines that help patients prevail over serious diseases.  The company focuses on areas of serious unmet medical need, such as affective (psychiatric) disorders, Alzheimer’s/dementia, cardiovascular, diabetes, hepatitis, HIV/AIDS, obesity, oncology, rheumatoid arthritis and related diseases, and solid organ transplant.  Its products include PLAVIX for protection against fatal or non-fatal heart attack or stroke, and AVAPRO/AVALIDE for the treatment of hypertension and diabetic nephropathy; REYATAZ and SUSTIVA Franchise for the treatment of HIV, and BARACLUDE for the treatment of chronic hepatitis B infection; ERBITUX, SPRYCEL, and IXEMPRA for treating oncology related diseases; ABILIFY, a medicine for the treatment of mental illness; ORENCIA, a medicine for rheumatoid arthritis; and ONGLYZA for the treatment of type-2 diabetes.  The company also has a pipeline with compounds in phase III clinical trials, including apixaban, belatacept, brivanib, dapagliflozin, ipilimumab, necitumumab, and XL-184.  The company was formerly known as Bristol-Myers Company and changed its name to Bristol-Myers Squibb Company in 1989.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		22.79	January		28.79	January		23.02	January		21.41	January		24.36	January		25.18
February		23.10	February		26.38	February		22.61	February		18.41	February		24.51	February		25.81
March		24.61	March		27.76	March		21.30	March		21.92	March		26.70
April		25.38	April		28.86	April		21.97	April		19.20	April		25.31
May		24.55	May		30.31	May		22.79	May		19.92	May		23.21
June		25.86	June		31.56	June		20.53	June		20.31	June		24.94
July		23.97	July		28.41	July		21.12	July		21.74	July		24.92
August		21.75	August		29.15	August		21.34	August		22.13	August		26.08
September		24.92	September		28.82	September		20.85	September		22.52	September		27.11
October		24.75	October		29.99	October		20.55	October		21.80	October		26.90
November		24.83	November		29.63	November		20.70	November		25.31	November		25.24
December		26.32	December		26.52	December		23.25	December		25.25	December		26.48

A-5

BROCADE COMMUNICATIONS SYSTEMS, INC. (BRCD)

Brocade Communications Systems, Inc. supplies end-to-end IP based Ethernet and storage area networking solutions for enterprises and service providers.  Its Data Storage segment offers infrastructure products and solutions, including directors, switches, routers, fabric-based software applications, distance/extension products, management applications, and utilities to centralize data management; and host bus adapters, converged network adapters, mezzanine cards, and storage area network switch modules for bladed servers.  The company’s Ethernet Products segment provides Open Systems Interconnection Reference Model (OSI) Layer 2-3 switches and routers, which enable the use of bandwidth-intensive network business applications and digital entertainment on local area networks and wide area networks; and OSI Layer 47 switches that allow enterprises and service providers to build network infrastructures to direct the flow of traffic, and file area network products and associated management solutions.  The company’s Global Services segment includes break/fix maintenance, extended warranty, installation, consulting, network management, related software maintenance and support, and telecommunications services that assist customers in designing, implementing, deploying, and managing networking solutions, as well as post-contract customer support and customer support services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		4.60	January		8.59	January		6.89	January		3.81	January		6.87	January		5.64
February		5.27	February		9.01	February		7.69	February		2.78	February		5.82	February		6.37
March		6.68	March		9.52	March		7.30	March		3.45	March		5.71
April		6.16	April		9.77	April		7.16	April		5.78	April		6.50
May		6.11	May		9.19	May		8.06	May		7.34	May		5.45
June		6.14	June		7.82	June		8.24	June		7.84	June		5.16
July		6.26	July		7.04	July		6.75	July		7.86	July		4.95
August		6.21	August		7.00	August		7.42	August		7.26	August		5.02
September		7.06	September		8.56	September		5.82	September		7.86	September		5.86
October		8.11	October		9.51	October		3.77	October		8.60	October		6.35
November		9.25	November		7.29	November		3.22	November		7.09	November		4.98
December		8.21	December		7.34	December		2.83	December		7.63	December		5.29

A-6

BT GROUP PLC (BT)

BT Group plc provides communications solutions and services worldwide.  It engages in the provision of networked IT services; and local, national and international telecommunications services for use at home, at work and on the move.  The company also offers broadband and Internet products in the United Kingdom, as well as TV and converged fixed/mobile services.  It operates in four segments: BT Global Services, BT Retail, BT Wholesale, and Openreach.  The BT Global Services segment provides networked IT services to multinational corporations, domestic businesses and government departments.  The BT Retail segment serves corporate, small and medium enterprises, consumer, and wholesale markets in the United Kingdom, the Republic of Ireland, and Northern Ireland and offers broadband, telephony and TV services, as well as IT and telephony for small to medium sized businesses in the United Kingdom, as well as video and telephone conferencing, CCTV, and alarm systems.  The Openreach segment connects communications providers’ customers to their local telephone exchange, giving them access to the U.K. network.  The BT Wholesale segment offers broadband, voice, and data connectivity services, interconnect to bespoke and managed network outsourcing, and value-added solutions to the communications providers in the United Kingdom, as well as a range of managed solutions and software driven, Web 2.0 services.  The company was formerly known as Newgate Telecommunications Limited and changed its name to BT Group plc in September 2001.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		36.75	January		61.04	January		51.85	January		15.24	January		21.77	January		28.30
February		36.23	February		58.08	February		45.27	February		12.79	February		17.53	February		29.90
March		38.82	March		60.01	March		43.10	March		11.17	March		18.71
April		40.03	April		62.95	April		44.14	April		13.73	April		19.15
May		44.36	May		65.35	May		44.01	May		14.15	May		18.36
June		44.29	June		66.58	June		39.73	June		16.80	June		19.21
July		44.42	July		63.58	July		33.12	July		21.08	July		22.38
August		47.06	August		63.76	August		31.30	August		22.69	August		20.36
September		50.57	September		62.83	September		29.01	September		20.81	September		21.92
October		53.52	October		68.09	October		18.90	October		21.35	October		24.68
November		56.12	November		58.87	November		20.71	November		23.16	November		26.53
December		59.89	December		53.92	December		19.98	December		21.74	December		28.54

A-7

CBS CORPORATION (CBS)

CBS Corporation operates as a mass media company in the United States and internationally.  The company has operations in every field of media and entertainment, including broadcast, cable and local television; CBS Television Studios, CBS Studios International, and CBS Television Distribution for television production and syndication; CBS Radio; CBS Outdoor for advertising on out-of-home media; Simon & Schuster for publishing; CBS Interactive for interactive media; CBS Records for music; CBS Consumer Products for licensing and merchandising; CBS Home Entertainment for video/DVD; and CBS Films for motion pictures.  Its Entertainment segment distributes schedule of news and public affairs broadcasts, sports and entertainment programming; produces, acquires, and distributes programming; develops and produces theatrical motion pictures across all genres; and operates online content networks for information and entertainment.  The company’s Cable Networks segment owns and operates television program services that offer released theatrical feature films, original series, documentaries, boxing, mixed martial arts, other sports-related programming and special events, as well as cable program service dedicated to college sports.  Its Publishing segment engages in the publication and distribution of adult and children’s consumer books in printed, audio and digital formats.  The company’s Local Broadcasting segment owns 30 broadcast television stations, and owns and operates 130 radio stations in 29 U.S. markets.  The Outdoor segment sells advertising space on various media, including billboards, transit shelters, buses, rail systems, mall kiosks, stadium signage, and in retail stores.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		26.13	January		31.17	January		25.20	January		5.72	January		12.93	January		19.83
February		24.46	February		30.37	February		22.82	February		4.27	February		12.99	February		23.86
March		23.98	March		30.59	March		22.08	March		3.84	March		13.94
April		25.47	April		31.77	April		23.07	April		7.04	April		16.21
May		25.91	May		33.26	May		21.58	May		7.38	May		14.56
June		27.05	June		33.32	June		19.49	June		6.92	June		12.93
July		27.43	July		31.72	July		16.36	July		8.19	July		14.78
August		28.55	August		31.51	August		16.18	August		10.35	August		13.82
September		28.17	September		31.50	September		14.58	September		12.05	September		15.86
October		28.94	October		28.70	October		9.71	October		11.77	October		16.93
November		29.75	November		27.43	November		6.66	November		12.81	November		16.84
December		31.18	December		27.25	December		8.19	December		14.05	December		19.05

A-8

CISCO SYSTEMS, INC. (CSCO)

Cisco Systems, Inc. designs, manufactures, and sells IP-based networking and other products to the communications and IT industry worldwide.  The company offers routers that interconnect public and private IP networks for mobile, data, voice, and video applications; switching systems, which provide connectivity to end users, workstations, IP phones, access points, and servers; application networking services; home networking products, such as voice and data modems, routers and gateways, Internet video cameras, home entertainment storage, wireless home audio, and home network management software; and network and content security, email, and Web security products.  It also provides storage area networking products that deliver connectivity between servers and storage systems; unified communication products to integrate voice, video, data, and mobile applications on fixed and mobile networks; video systems, including digital set-top boxes and digital media products; and wireless systems.  In addition, the company offers optical networking products, cable access, flip video products and service provider VoIP services; and Cisco TelePresence systems and exchange services, physical security and video surveillance, digital media systems, and building systems to manage energy efficiency.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		18.57	January		26.62	January		24.50	January		14.97	January		22.47	January		21.15
February		20.24	February		25.94	February		24.39	February		14.57	February		24.33	February		18.56
March		21.67	March		25.53	March		24.09	March		16.77	March		26.03
April		20.95	April		26.74	April		25.64	April		19.32	April		26.93
May		19.68	May		26.92	May		26.72	May		18.50	May		23.16
June		19.53	June		27.85	June		23.26	June		18.65	June		21.31
July		17.88	July		28.91	July		21.99	July		22.01	July		23.07
August		21.99	August		31.92	August		24.05	August		21.60	August		19.99
September		22.98	September		33.13	September		22.56	September		23.54	September		21.90
October		24.13	October		33.06	October		17.77	October		22.81	October		22.86
November		26.91	November		28.02	November		16.54	November		23.40	November		19.16
December		27.33	December		27.07	December		16.30	December		23.94	December		20.23

A-9

CITIGROUP INC. (C)

Citigroup Inc., a global financial services company, provides consumers, corporations, governments, and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management.  The company has two primary segments, Citicorp and Citi Holdings.  The Citicorp segment operates as a global bank for businesses and consumers with two primary businesses, Institutional Clients Group and Regional Consumer Banks.  The Institutional Clients Group business provides securities and banking services, including investment banking and advisory services, lending, debt and equity sales and trading, institutional brokerage, foreign exchange, structured products, cash instruments and related derivatives, and private banking; and transaction services consisting of treasury and trade solutions, and securities and fund services.  The Regional Consumer Banking business provides traditional banking services, including retail banking, branded cards, and small commercial banking in North America, Asia, Latin America, and Europe, the Middle East, and Africa.  The Citi Holdings segment has three businesses: Brokerage and Asset Management, Local Consumer Finance, and Special Asset Pool.  The Brokerage and Asset Management business, through its 49% stake in the Morgan Stanley Smith Barney joint venture and Nikko Cordial Securities, offers retail brokerage and asset management services.  The Local Consumer Lending business provides residential mortgage loans, retail partner card loans, student loans, personal loans, auto loans, commercial real estate, and other consumer loans, as well as western European cards and retail banking services.  The Special Asset Pool business is a portfolio of securities, loans, and other assets.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		46.58	January		55.13	January		28.17	January		3.55	January		3.32	January		4.82
February		46.37	February		50.37	February		23.71	February		1.50	February		3.40	February		4.68
March		47.23	March		51.34	March		21.42	March		2.53	March		4.05
April		49.95	April		53.62	April		25.27	April		3.05	April		4.37
May		49.30	May		54.49	May		21.89	May		3.72	May		3.96
June		48.25	June		51.29	June		16.76	June		2.97	June		3.76
July		48.31	July		46.57	July		18.69	July		3.17	July		4.10
August		49.35	August		46.88	August		18.99	August		5.00	August		3.71
September		49.67	September		46.67	September		20.51	September		4.84	September		3.91
October		50.16	October		41.90	October		13.65	October		4.09	October		4.17
November		49.59	November		33.30	November		8.29	November		4.11	November		4.20
December		55.70	December		29.44	December		6.71	December		3.31	December		4.73

A-10

COMCAST CORPORATION (CMCSA)

Comcast Corporation, together with its subsidiaries, provides cable services in the United States.  It offers various consumer entertainment, information, and communication products and services to the residential and commercial customers.  The company operates in two segments, Cable and Programming.  The Cable segment manages and operates cable systems, including video, high-speed Internet, and phone services, as well as regional sports and news networks.  Its video services include basic and digital cable, video on demand, high-definition television, digital video recorder, premium channel programming, and pay-per-view programming services.  This segment’s high-speed Internet service consists of an interactive portal, Comcast.net, which provides multiple email addresses and online storage, as well as various proprietary content, and value-added features and enhancements.  Its phone services include voice over Internet protocol (VoIP) digital phone service that provides local and domestic long-distance calling with various features, such as voice mail, caller ID, and call waiting services.  The Programming segment operates consolidated national programming networks consisting of E!, The Golf Channel, VERSUS, G4, and Style.  The company also develops and operates Comcast’s Internet businesses focused on entertainment, information, and communication, including Comcast.net, Fancast, thePlatform, Fandango, Plaxo, and DailyCandy; and owns two professional sports teams and two multipurpose arenas, as well as manages other facilities for sporting events, concerts, and other events.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		18.55	January		29.57	January		18.16	January		14.65	January		15.83	January		22.75
February		17.89	February		25.72	February		19.54	February		13.06	February		16.44	February		25.76
March		17.44	March		25.95	March		19.34	March		13.64	March		18.83
April		20.63	April		26.66	April		20.55	April		15.46	April		19.77
May		21.42	May		27.41	May		22.50	May		13.77	May		18.09
June		21.83	June		28.12	June		18.97	June		14.46	June		17.37
July		22.92	July		26.27	July		20.62	July		14.86	July		19.47
August		23.36	August		26.09	August		21.18	August		15.32	August		17.10
September		24.60	September		24.18	September		19.63	September		16.88	September		18.08
October		27.11	October		21.05	October		15.76	October		14.50	October		20.63
November		26.97	November		20.54	November		17.34	November		14.66	November		20.04
December		28.22	December		18.26	December		16.88	December		16.86	December		21.97

A-11

DELL INC. (DELL)

Dell Inc. designs, develops, manufactures, markets, sells, and supports computer systems.  The company offers desktop PCs, notebook computers, mobile workstations, and smartphones.  It also provides servers and networking products; storage solutions, including storage area networks, network-attached storage, direct-attached storage, disk and tape backup systems, and removable disk backup; and printers and displays.  The company also provides third-party software products, such as operating systems, business and office applications, anti-virus and related security software, and entertainment software; and peripheral products, such as printers, televisions, notebook accessories, mice, keyboards, networking and wireless products, digital cameras, power adapters, and scanners.  In addition, it offers infrastructure technology services, as well as customer deployment, asset recovery, and recycling services; IT consulting, strategy and enterprise consulting, implementation for prepackaged software applications and research services; applications development and maintenance services; and business process services, such as claims processing, product engineering, payment and settlement management, life insurance policy administration, receivables collection, and call center management.  Further, the company provides financial services, including originating, collecting, and servicing customer receivables related to the purchase of its products; and financing alternatives and asset management services.  The company sells its products and services through its sales representatives, telephone-based sales, and online at dell.com, as well as through indirect sales channels.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		29.31	January		24.22	January		20.04	January		9.50	January		12.90	January		13.16
February		29.00	February		22.85	February		19.90	February		8.53	February		13.24	February		15.83
March		29.76	March		23.21	March		19.92	March		9.48	March		15.02
April		26.20	April		25.21	April		18.63	April		11.62	April		16.20
May		25.38	May		26.91	May		23.06	May		11.57	May		13.33
June		24.46	June		28.55	June		21.88	June		13.73	June		12.06
July		21.68	July		27.97	July		24.57	July		13.38	July		13.24
August		22.55	August		28.25	August		21.73	August		15.83	August		11.77
September		22.84	September		27.60	September		16.48	September		15.26	September		12.97
October		24.33	October		30.60	October		12.20	October		14.45	October		14.40
November		27.24	November		24.54	November		11.17	November		14.12	November		13.22
December		25.09	December		24.51	December		10.24	December		14.36	December		13.55

DISCOVER FINANCIAL SERVICES (DFS)

Discover Financial Services, together with its subsidiaries, operates as a credit card issuer and electronic payment services company primarily in the United States.  The company offers Discover Card-branded credit cards to individuals and small businesses over the Discover Network.  It also provides other consumer products and services, including personal loans, student loans, and prepaid cards, as well as deposit products, such as certificates of deposit, money market accounts, online savings accounts, and individual retirement accounts.  In addition, the company offers automated teller machine, debit, and electronic funds transfer networks; other payments network; and credit, debit, and prepaid cards issued by third parties.

2006

Closing Price

2007

Closing Price

2008

Closing Price

2009

Closing Price

2010

Closing Price

2011

Closing Price

January

*

January

*

January

17.49

January

7.15

January

13.68

January

20.59

February

*

February

*

February

15.09

February

5.73

February

13.65

February

21.75

March

*

March

*

March

16.37

March

6.31

March

14.90

April

*

April

*

April

18.21

April

8.13

April

15.46

May

*

May

*

May

17.15

May

9.56

May

13.45

June

*

June

28.50

June

13.17

June

10.27

June

13.98

July

*

July

23.05

July

14.65

July

11.88

July

15.27

August

*

August

23.14

August

16.45

August

13.75

August

14.51

September

*

September

20.80

September

13.82

September

16.23

September

16.68

October

*

October

19.30

October

12.25

October

14.14

October

17.65

November

*

November

17.37

November

10.23

November

15.46

November

18.28

December

*

December

15.08

December

9.53

December

14.71

December

18.53

A-12

ELI LILLY AND 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 and treatment-resistant 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 pediatric growth conditions.  It also provides oncology products to treat malignant pleural mesothelioma, pancreatic, metastatic breast, non-small cell lung, ovarian, and bladder cancers, 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; leanness and performance enhancers for swine and cattle; 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.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		56.62	January		54.12	January		51.39	January		36.82	January		35.20	January		34.77
February		55.62	February		52.59	February		50.02	February		29.38	February		34.34	February		34.56
March		55.30	March		53.71	March		51.59	March		33.41	March		36.22
April		52.92	April		59.13	April		48.14	April		32.92	April		34.97
May		51.64	May		58.62	May		48.14	May		34.57	May		32.79
June		55.27	June		55.88	June		46.16	June		34.64	June		33.50
July		56.77	July		54.09	July		47.11	July		34.89	July		35.60
August		55.93	August		57.35	August		46.65	August		33.46	August		33.59
September		57.00	September		56.93	September		44.03	September		33.03	September		36.53
October		56.01	October		54.15	October		33.82	October		34.01	October		35.20
November		53.59	November		52.95	November		34.15	November		36.73	November		33.66
December		52.10	December		53.39	December		40.27	December		35.71	December		35.04

A-13

EMC CORPORATION (EMC)

EMC Corporation develops, delivers, and supports information infrastructure and virtual infrastructure technologies and solutions.  The company’s Information Storage segment offers networked information storage systems and software, which are deployed in storage area network (SAN), networked attached storage (NAS), unified storage combining NAS and SAN, content addressed storage, and direct attached storage environments.  Its Content Management and Archiving segment provides software that optimizes business processes, as well as creates, manages, delivers, and archives information from documents and discussions, e-mail, Web pages, images, XML, reports, records, rich media, and application data.  The company’s RSA Information Security segment delivers products, packaged solutions, and services to guard the integrity and confidentiality of information throughout its lifecycle.  This segment offers solutions in identity assurance and access control, data loss prevention, encryption and key management, compliance and security information management, and fraud protection.  EMC Corporation’s VMware Virtual Infrastructure business offers virtual infrastructure solutions and services to address a range of IT problems that include cost and operational inefficiencies, business continuity, software lifecycle management, and desktop management.  The company also provides consulting, technology deployment, managed customer support, and training and certification services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		13.40	January		13.99	January		15.83	January		11.04	January		16.67	January		24.89
February		14.02	February		13.96	February		15.54	February		10.50	February		17.49	February		27.21
March		13.63	March		13.85	March		14.34	March		11.40	March		18.04
April		13.51	April		15.18	April		15.40	April		12.53	April		19.01
May		12.80	May		16.89	May		17.44	May		11.75	May		18.62
June		10.97	June		18.10	June		14.69	June		13.10	June		18.30
July		10.15	July		18.51	July		15.01	July		15.06	July		19.79
August		11.65	August		19.66	August		15.28	August		15.90	August		18.24
September		11.98	September		20.80	September		11.96	September		17.04	September		20.31
October		12.25	October		25.39	October		11.78	October		16.47	October		21.02
November		13.11	November		19.27	November		10.57	November		16.83	November		21.49
December		13.20	December		18.53	December		10.47	December		17.47	December		22.90

A-14

LM ERICSSON TELEPHONE CO. (ERIC)

LM Ericsson Telephone Company provides communications equipment and multimedia solutions to mobile and fixed network operators worldwide.  It operates in five segments: Networks, Professional Services, Multimedia, Sony Ericsson, and ST-Ericsson.  The Networks segment provides products and solutions for wireless and wireline access; core networks solutions, including softswitch, IP infrastructure, IP multimedia subsystem, and media gateways; network management tools; and micro-wave and optical transmission solutions for mobile and fixed networks.  The Professional Services segment delivers managed services comprising network operations, which include the management of day-to-day operations of customer networks, and hosting of service layer platforms and applications; systems integration services; consulting services; education programs; and customer support services.  The Multimedia segment offers TV solutions for operators, service providers, advertisers, and content providers; multimedia solutions for the consumer and enterprise markets; multimedia brokering solutions, which facilitate payment and distribution of content; service delivering and provisioning platforms that enable operators and service providers to create, sell, and manage multimedia offerings and multi-play offerings.  The Sony Ericsson segment delivers mobile phones and accessories.  The ST-Ericsson segment engages in the design, development, and creation of mobile platforms and wireless semiconductors.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		18.24	January		19.90	January		11.36	January		7.99	January		9.68	January		12.37
February		17.05	February		17.88	February		10.75	February		8.16	February		10.01	February		12.84
March		18.86	March		18.55	March		9.83	March		8.09	March		10.44
April		17.74	April		19.09	April		12.61	April		8.53	April		11.53
May		16.02	May		18.99	May		13.52	May		9.31	May		10.04
June		16.52	June		19.95	June		10.40	June		9.78	June		11.02
July		15.74	July		18.71	July		10.48	July		9.72	July		11.00
August		16.70	August		18.61	August		11.42	August		9.58	August		9.63
September		17.24	September		19.90	September		9.43	September		10.02	September		10.97
October		18.91	October		15.03	October		7.07	October		10.40	October		10.98
November		19.44	November		12.23	November		7.12	November		9.74	November		10.32
December		20.12	December		11.68	December		7.81	December		9.19	December		11.53

EXXON MOBIL CORPORATION (XOM)

Exxon Mobil Corporation engages in the exploration, production, transportation, and sale of crude oil and natural gas.  The company also engages in the manufacture of petroleum products, and transportation and sale of crude oil, natural gas, and petroleum products.  It manufactures and markets commodity petrochemicals, including olefins, aromatics, polyethylene and polypropylene plastics, and other specialty products.  The company also has interests in electric power generation facilities.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		62.75	January		74.10	January		86.40	January		76.48	January		64.43	January		80.68
February		59.37	February		71.68	February		87.01	February		67.90	February		65.00	February		85.53
March		60.86	March		75.45	March		84.58	March		68.10	March		66.98
April		63.08	April		79.38	April		93.07	April		66.67	April		67.77
May		60.91	May		83.17	May		88.76	May		69.35	May		60.46
June		61.35	June		83.88	June		88.13	June		69.91	June		57.07
July		67.74	July		85.13	July		80.43	July		70.39	July		59.68
August		67.67	August		85.73	August		80.01	August		69.15	August		59.11
September		67.10	September		92.56	September		77.66	September		68.61	September		61.79
October		71.42	October		91.99	October		74.12	October		71.67	October		66.49
November		76.81	November		89.16	November		80.15	November		75.07	November		69.56
December		76.63	December		93.69	December		79.83	December		68.19	December		73.12

A-15

FRANCE TELECOM (FTE)

France Telecom provides telecommunications services to consumers, businesses and telecommunications operators in France, Spain, Poland and the rest of the world.  It offers personal and home communication services, business network services, and international carriers and shared services, as well as integration and outsourcing services for communication applications.  The company’s services include fixed telephony and mobile telecommunication, data transmission, Internet and multimedia, and other value-added services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		22.78	January		27.81	January		35.33	January		22.47	January		23.06	January		21.95
February		21.84	February		27.08	February		33.45	February		22.45	February		23.46	February		22.21
March		22.48	March		26.40	March		33.58	March		22.66	March		24.03
April		23.32	April		29.27	April		31.33	April		22.06	April		22.00
May		23.09	May		30.72	May		30.64	May		23.34	May		19.09
June		21.86	June		27.48	June		29.63	June		22.81	June		17.31
July		23.23	July		27.17	July		31.49	July		25.43	July		20.97
August		22.32	August		30.32	August		29.42	August		25.74	August		20.30
September		23.31	September		33.44	September		28.01	September		26.92	September		21.53
October		26.10	October		37.00	October		25.32	October		25.22	October		23.89
November		26.07	November		37.95	November		25.73	November		26.33	November		20.41
December		27.70	December		35.63	December		28.07	December		25.24	December		21.08

FRONTIER COMMUNICATIONS CORPORATION (FTR)

Frontier Communications Corporation provides voice, data and video services to residential, business, and wholesale customers in the United States.  The company offers switched access services that allow other carriers to use the facilities to originate and terminate their long distance voice and data traffic; local services, which include basic telephone wireline services to residential and business customers; long distance services; data services, including high-speed or dial up Internet access, portal and e-mail products frame relay, Metro Ethernet, asynchronous transfer mode, switching services, and hard drive back-up services, as well as other data transmission services; and directory services that provides white and yellow page directories.  It also provides television services, which comprise access to various digital television channels, including high-definition TV programming; and wireless data services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		12.27	January		14.66	January		11.47	January		8.11	January		7.61	January		9.17
February		13.35	February		15.06	February		10.74	February		7.20	February		7.79	February		8.49
March		13.27	March		14.95	March		10.49	March		7.18	March		7.44
April		13.28	April		15.57	April		10.72	April		7.11	April		7.96
May		12.68	May		15.85	May		11.66	May		7.28	May		7.95
June		13.05	June		15.27	June		11.34	June		7.14	June		7.11
July		12.83	July		14.43	July		11.56	July		7.00	July		7.64
August		13.79	August		14.51	August		12.57	August		7.11	August		7.73
September		14.04	September		14.32	September		11.50	September		7.54	September		8.17
October		14.66	October		13.16	October		7.61	October		7.17	October		8.78
November		14.17	November		12.98	November		8.72	November		7.90	November		9.10
December		14.37	December		12.73	December		8.74	December		7.81	December		9.73

A-16

GENERAL ELECTRIC COMPANY (GE)

General Electric Company operates as a technology, media, and financial services company worldwide.  Its Energy Infrastructure segment produces gas, steam, and aeroderivative turbines; generators; and combined cycle systems; and renewable energy solutions, as well as provides water treatment services and equipment.  This segment also sells surface and subsea drilling and production systems, floating production platform equipment, compressors, turbines, turboexpanders, and high pressure reactors to oil and gas companies.  The company’s Technology Infrastructure segment manufactures jet engines, turboprop and turbo shaftengines, and their replacement parts, as well as provides repair and maintenance services for commercial and military aircraft.  This segment also produces healthcare products, including diagnostic imaging systems; offers transportation products and maintenance services; provides enterprise solutions using sensors for temperature, pressure, moisture, gas and flow rate, as well as non-destructive testing inspection equipment.  General Electric’s NBC Universal segment engages in the production and distribution of films and television programs; operation of television stations and cable/satellite television networks, as well as theme parks.  The company’s Capital Finance segment offers commercial lending and leasing products to manufacturers, distributors, and end-users of equipment and capital assets; consumer financial services to consumers and retailers; capital and investment solutions for real estate; commercial finance to the energy and water industries; and commercial aircraft leasing and finance, and fleet and financing solutions. Its Consumer & Industrial segment produces various house hold appliances, lighting products, and electrical equipment and control products, as well as provides related services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		32.75	January		36.05	January		35.36	January		12.13	January		16.08	January		20.14
February		32.87	February		34.91	February		33.14	February		8.51	February		16.06	February		20.92
March		34.78	March		35.36	March		37.01	March		10.11	March		18.20
April		34.59	April		36.86	April		32.70	April		12.65	April		18.86
May		34.26	May		37.58	May		30.72	May		13.48	May		16.35
June		32.96	June		38.28	June		26.69	June		11.72	June		14.42
July		32.69	July		38.76	July		28.29	July		13.40	July		16.12
August		34.06	August		38.87	August		28.10	August		13.90	August		14.48
September		35.30	September		41.40	September		25.50	September		16.42	September		16.25
October		35.11	October		41.16	October		19.51	October		14.26	October		16.02
November		35.28	November		38.29	November		17.17	November		16.02	November		15.83
December		37.21	December		37.07	December		16.20	December		15.13	December		18.29

A-17

GLAXOSMITHKLINE PLC (GSK)

GlaxoSmithKline plc engages in the discovery, development, manufacture, and marketing of pharmaceutical products, over-the-counter medicines, and health related consumer products.  The company offers prescription medicines to treat a range of conditions, such as infections, depression, skin conditions, asthma, heart and circulatory disease, and cancer.  It also markets approximately twenty-five vaccines to prevent life-threatening or crippling illnesses, such as hepatitis A and B, diphtheria, tetanus, whooping cough, measles, mumps, rubella, polio, typhoid, influenza and bacterial meningitis.  The company’s over-the-counter medicines include alli, a weight loss medicine; Gaviscon, an antacid product; Panadol, a paracetamol-based pain reliever; smoking control products under NiQuitin and Nicorette names; and other brands, including Breathe Right nasal strips and snore relief products.  Its oral healthcare products primarily comprise Aquafresh and Sensodyne, which offer range of toothpastes, toothbrushes, mouthwashes and dental floss.  Further, the company provides nutritional healthcare products, such as Lucozade, a range of energy and sports drinks; Horlicks, a nutritional drink made from wheat, milk, and malted barley; and Ribena, a blackcurrant juice-based drink.  Additionally, it offers products for dermatological treatments, pain relief, allergy treatment, cold and flu treatment, gastrointestinal conditions, feminine hygiene, nicotine replacement therapy, and HIV treatment.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		51.24	January		54.13	January		47.38	January		35.26	January		39.01	January		36.33
February		50.82	February		56.14	February		43.91	February		30.13	February		37.14	February		38.61
March		52.31	March		55.26	March		42.43	March		31.07	March		38.52
April		56.88	April		57.78	April		44.11	April		30.76	April		37.29
May		55.30	May		52.18	May		44.53	May		33.71	May		33.46
June		55.80	June		52.37	June		44.22	June		35.34	June		34.01
July		55.33	July		51.08	July		46.56	July		38.29	July		35.17
August		56.78	August		52.22	August		46.97	August		39.10	August		37.40
September		53.23	September		53.20	September		43.46	September		39.51	September		39.52
October		53.25	October		51.25	October		38.70	October		41.16	October		39.04
November		53.13	November		52.68	November		34.44	November		41.47	November		38.28
December		52.76	December		50.39	December		37.27	December		42.25	December		39.22

A-18

HEWLETT-PACKARD COMPANY (HPQ)

Hewlett-Packard Company offers various products, technologies, software, solutions, and services worldwide.  The company’s Services segment provides consulting, outsourcing, and technology services to infrastructure, applications, and business process domains.  Its Enterprise Storage and Servers segment offers storage and server products and solutions for industry standard servers, business critical systems, and storageworks offerings.  The company’s HP Software segment provides enterprise IT management solutions, information management and business intelligence solutions, and communications and media solutions.  Its Personal Systems Group segment offers personal computers (PCs) comprising commercial PCs, consumer PCs, workstations, handheld computing devices, calculators, and other related accessories, and software and services for the commercial and consumer markets.  The company’s Imaging and Printing Group segment provides consumer and commercial printer hardware, printing supplies, printing media, and scanning devices, such as inkjet and Web solutions, laserjet and enterprise solutions, managed enterprise solutions, graphics solutions, and printer supplies.  Its HP Financial Services segment offers leasing, financing, utility programs, and asset recovery services; and financial asset management services for enterprise customers, as well as specialized financial services to SMBs, and educational and governmental entities.  The company also provides various network infrastructure products under the ProCurve, 3Com, and TippingPoint brand names; video collaboration products under the Halo brand name; and Palm smartphones, as well as licenses its specific technology to third parties.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		31.18	January		43.28	January		43.72	January		34.75	January		47.07	January		45.69
February		32.81	February		39.35	February		47.77	February		29.03	February		50.79	February		43.63
March		32.90	March		40.14	March		45.66	March		32.06	March		53.15
April		32.47	April		42.14	April		46.35	April		35.98	April		51.97
May		32.38	May		45.71	May		47.06	May		34.35	May		46.01
June		31.68	June		44.62	June		44.21	June		38.65	June		43.28
July		31.91	July		46.03	July		44.80	July		43.30	July		46.04
August		36.56	August		49.35	August		46.92	August		44.89	August		38.45
September		36.69	September		49.79	September		46.24	September		47.21	September		42.07
October		38.74	October		51.68	October		38.28	October		47.46	October		42.04
November		39.46	November		51.16	November		35.28	November		49.06	November		41.93
December		41.19	December		50.48	December		36.29	December		51.51	December		42.10

THE HOME DEPOT, INC. (HD)

The Home Depot, Inc., together with its subsidiaries, operates as a home improvement retailer company.  The company’s Home Depot stores sell building materials, home improvement supplies, and lawn and garden products to do-it-yourself customers, do-it-for-me customers, home improvement contractors, tradespeople, and building maintenance professionals.  Its stores also offer various installation services for do-it-for-me customers.  These installation programs include products, such as carpeting, flooring, cabinets, countertops, and water heaters.  In addition, the company provides professional installation of various products that are sold through its in-home sales programs, such as generators, and furnace and central air systems.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		40.55	January		40.74	January		30.64	January		21.53	January		28.01	January		36.77
February		42.15	February		39.59	February		26.55	February		20.89	February		31.20	February		37.47
March		42.30	March		36.74	March		27.97	March		23.56	March		32.35
April		39.93	April		37.87	April		28.80	April		26.32	April		35.23
May		38.12	May		38.87	May		27.36	May		23.16	May		33.86
June		35.79	June		39.35	June		23.42	June		23.63	June		28.07
July		34.71	July		37.17	July		23.83	July		25.94	July		28.51
August		34.29	August		38.31	August		27.12	August		27.29	August		27.82
September		36.27	September		32.44	September		25.89	September		26.64	September		31.68
October		37.33	October		31.51	October		23.59	October		25.09	October		30.90
November		37.97	November		28.56	November		23.11	November		27.36	November		30.21
December		40.16	December		26.94	December		23.02	December		28.93	December		35.06

A-19

INTEL CORPORATION (INTC)

Intel Corporation designs, manufactures and sells integrated circuits for computing and communications industries worldwide.  It offers microprocessor products used in notebooks, netbooks, desktops, servers, workstations, storage products, embedded applications, communications products, consumer electronics devices and handhelds.  The company also offers system on chip products that integrate its core processing functionalities with other system components, such as graphics, audio, and video, onto a single chip.  It also provides chipset products that send data between the microprocessor and input, display, and storage devices, such as keyboard, mouse, monitor, hard drive, and CD or DVD drives; motherboards that has connectors for attaching devices to the bus, and products designed for desktop, server, and workstation platforms; and wired and wireless connectivity products, including network adapters and embedded wireless cards used to translate and transmit data across networks.  In addition, Intel offers NAND flash memory products primarily used in portable memory storage devices, digital camera memory cards, and solid-state drives; network processors used in networking equipment to manage and direct data moving across networks and the Internet; software products, including operating systems, middleware, and tools used to develop, run, and manage various enterprise, consumer, embedded and handheld devices, as well as software development tools that enable the creation of applications; and healthcare products designed to connect people and information to improve patient care and safety.  The company also offers platforms that include a microprocessor, chipset, and enabling software.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		21.26	January		20.96	January		21.10	January		12.90	January		19.40	January		21.46
February		20.60	February		19.86	February		19.97	February		12.74	February		20.53	February		21.47
March		19.46	March		19.13	March		21.18	March		15.03	March		22.29
April		19.98	April		21.50	April		22.26	April		15.78	April		22.84
May		18.02	May		22.18	May		23.18	May		15.72	May		21.42
June		19.00	June		23.74	June		21.48	June		16.55	June		19.45
July		18.00	July		23.62	July		22.19	July		19.25	July		20.60
August		19.57	August		25.75	August		22.87	August		20.32	August		17.67
September		20.57	September		25.86	September		18.73	September		19.57	September		19.20
October		21.34	October		26.90	October		16.03	October		19.11	October		20.05
November		21.40	November		26.08	November		13.80	November		19.20	November		21.16
December		20.25	December		26.66	December		14.66	December		20.40	December		21.03

A-20

INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM)

International Business Machines Corporation (IBM) develops, manufactures and distributes IT products and services worldwide.  Its Global Technology Services segment offers IT infrastructure and business process services, such as strategic outsourcing, integrated technology, business transformation outsourcing, and maintenance.  The company’s Global Business Services segment provides professional services and application outsourcing services, including consulting and systems integration, and application management.  IBM’s Software segment offers middleware and operating systems software comprising WebSphere software enabling clients to integrate and manage business processes across their organizations; information management software for database and content management, information integration, data warehousing, business analytics and intelligence, performance management and predictive analytics; Tivoli software for infrastructure management, including identity, data security and storage management; Lotus software for collaboration, messaging and social networking; rational software, a process automation tool; and operating systems, which manage the fundamental processes that make computers run.  Its Systems and Technology segment provides computing and storage solutions, including servers, disk and tape storage systems and software, microelectronics, retail store solutions, and semiconductor technology, products, packaging solutions.  The company’s Global Financing segment provides lease and loan financing to external and internal clients; commercial financing to dealers and remarketers of IT products; and sale and lease of used equipment.  It serves financial services, public, industrial, distribution, communications, and general business sectors.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		81.30	January		99.15	January		107.11	January		91.65	January		122.39	January		162.00
February		80.24	February		92.94	February		113.86	February		92.03	February		127.16	February		161.88
March		82.47	March		94.26	March		115.14	March		96.89	March		128.25
April		82.34	April		102.21	April		120.70	April		103.21	April		129.00
May		79.90	May		106.60	May		129.43	May		106.28	May		125.26
June		76.82	June		105.25	June		118.53	June		104.42	June		123.48
July		77.41	July		110.65	July		127.98	July		117.93	July		128.40
August		80.97	August		116.69	August		121.73	August		118.05	August		123.13
September		81.94	September		117.80	September		116.96	September		119.61	September		134.14
October		92.33	October		116.12	October		92.97	October		120.61	October		143.60
November		91.92	November		105.18	November		81.60	November		126.35	November		141.46
December		97.15	December		108.10	December		84.16	December		130.90	December		146.76

A-21

JDS UNIPHASE CORPORATION (JDSU)

JDS Uniphase Corporation provides communications test and measurement solutions, and optical products to telecommunications service providers, cable operators and network equipment manufacturers.  The company’s Communications Test and Measurement segment supplies instruments, service-assurance systems, and services to enable the design, deployment and maintenance of communication equipment and networks.  This segment’s product portfolio includes test tools and platforms for optical transport networks, xDSL services, data networks, cable networks, digital video broadcast, fiber characterization services and storage networks.  Its Communications and Commercial Optical Products segment provides components, modules, subsystems, and solutions used by communications equipment providers for telecommunications and enterprise data communications.  This segment’s product portfolio comprises transmitters, receivers, amplifiers, ROADMs, optical transceivers, multiplexers and demultiplexers, switches, optical-performance monitors and couplers, splitters and circulators.  In addition, this segment offers diode, direct-diode, diode-pumped solid-state, and gas lasers; photovoltaics products comprising concentrated photovoltaic cells and receivers for generating energy from sunlight; and fiber-optic-based systems for delivering and measuring electrical power.  The Advanced Optical Technologies segment provides optical solutions for security and brand-differentiation applications and thin film coatings for a range of public and private-sector markets.  Its product applications include computer-driven projectors, intelligent lighting systems, office equipment, security products and decorative surface treatments.  This segment also offers multilayer product-security solutions, which deliver overt, covert, forensic, and digital product and document verification for protection against counterfeiting and tampering.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		24.96	January		17.78	January		10.41	January		3.63	January		7.86	January		16.97
February		24.32	February		16.21	February		13.15	February		2.76	February		10.73	February		24.67
March		33.36	March		15.23	March		13.39	March		3.25	March		12.52
April		27.92	April		16.48	April		14.31	April		4.61	April		13.01
May		24.24	May		13.10	May		12.37	May		5.39	May		11.50
June		20.24	June		13.43	June		11.36	June		5.72	June		9.84
July		17.12	July		14.33	July		10.93	July		5.86	July		10.85
August		18.16	August		14.56	August		10.16	August		6.87	August		9.19
September		17.52	September		14.96	September		8.47	September		7.11	September		12.39
October		14.53	October		15.26	October		5.46	October		5.59	October		10.50
November		18.48	November		13.46	November		2.72	November		7.39	November		11.87
December		16.66	December		13.30	December		3.65	December		8.25	December		14.48

A-22

JOHNSON & JOHNSON (JNJ)

Johnson & Johnson engages in the research and development, manufacture and sale of various products in the health care field worldwide.  The company operates in three segments: Consumer, Pharmaceutical, and Medical Devices and Diagnostics.  The Consumer segment provides products used in baby care, skin care, oral care, wound care, and women’s health care fields, as well as nutritional, over-the-counter pharmaceutical products, and wellness and prevention platforms under the names JOHNSON’S, AVEENO, CLEAN & CLEAR, JOHNSON’S Adult, NEUTROGENA, RoC, LUBRIDERM, Dabao, Vendome, LISTERINE, REACH, BAND-AID, PURELL, CAREFREE, STAYFREE, SPLENDA, TYLENOL, SUDAFED, ZYRTEC, MOTRIN IB, and PEPCID AC.  The Pharmaceutical segment offers products in various therapeutic areas, such as anti-infective, antipsychotic, cardiovascular, contraceptive, dermatology, gastrointestinal, immunology, neurology, oncology, urology, and virology.  Its products include REMICADE, a biologic approved for the treatment of immune mediated inflammatory diseases; PROCRIT, a biotechnology-derived product that stimulates red blood cell production; LEVAQUIN, which is used in the anti-infective field; RISPERDAL CONSTA, an injectable that treatments schizophrenia; CONCERTA, a product for the treatment of attention deficit hyperactivity disorder; ACIPHEX/PARIET, a proton pump inhibitor; DURAGESIC/Fentanyl Transdermal, a treatment for chronic pain; VELCADE for the treatment of multiple myeloma; PREZISTA for treating HIV/AIDS patients; and INVEGA, a atypical antipsychotic.  The Medical Devices and Diagnostics segment primarily offers circulatory disease management products; orthopaedic joint reconstruction, spinal care, and sports medicine products; surgical care, aesthetics, and women’s health products; blood glucose monitoring and insulin delivery products; professional diagnostic products; and disposable contact lenses.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		57.54	January		66.80	January		63.14	January		57.69	January		62.86	January		59.77
February		57.65	February		62.93	February		61.96	February		50.00	February		63.00	February		61.44
March		59.22	March		60.26	March		64.87	March		52.60	March		65.20
April		58.61	April		64.22	April		67.09	April		52.36	April		64.30
May		60.22	May		63.27	May		66.74	May		55.16	May		58.30
June		59.92	June		61.62	June		64.34	June		56.80	June		59.06
July		62.55	July		60.50	July		68.47	July		60.89	July		58.09
August		64.66	August		61.79	August		70.43	August		60.44	August		57.02
September		64.94	September		65.70	September		69.28	September		60.89	September		61.96
October		67.40	October		65.17	October		61.34	October		59.05	October		63.74
November		65.91	November		67.74	November		58.58	November		62.84	November		61.55
December		66.02	December		66.70	December		59.83	December		64.41	December		61.85

A-23

LSI CORPORATION (LSI)

LSI Corporation engages in the design, development, and marketing of semiconductors and storage systems.  Its Semiconductor segment offers integrated circuits for hard disk and tape drive solutions, including systems-on-a-chip, read channels, pre-amplifiers, serial physical interfaces, and hard disk controllers, as well as custom firmware; and magnetic and optical disk drives, and disk and tape-based storage systems.  This segment’s hard disk and tape drive electronics are used to store and retrieve data in personal computers, corporate network servers, archive/back-up devices, and consumer electronics products, such as digital video recorders, game consoles, and digital media players.  It also offers networking solutions that include chips, such as network processors, digital signal processors, content-inspection processors, traffic shaping devices, and physical layer devices, as well as software, evaluation systems, and reference designs to homes, businesses, and mobile users over IP networks.  The Storage Systems segment provides a line of open, modular storage products that comprises complete systems and sub-assemblies, such as storage controller modules, disk drive enclosure modules, related management software, and data protection software for creating local and remote copies of critical data.  Its products and solutions are used in various open operating systems, such as Windows, UNIX and UNIX variants, and Linux environments.  This segment’s products serve Internet-based applications, such as online transaction processing and e-commerce, data warehousing, video editing and post-production, and computing.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		9.15	January		9.40	January		5.21	January		3.18	January		4.99	January		6.19
February		9.75	February		10.16	February		5.04	February		2.90	February		5.39	February		6.29
March		11.56	March		10.44	March		4.95	March		3.04	March		6.12
April		10.65	April		8.50	April		6.20	April		3.84	April		6.02
May		9.73	May		8.68	May		7.27	May		4.47	May		5.33
June		8.95	June		7.51	June		6.14	June		4.56	June		4.60
July		8.20	July		7.20	July		6.94	July		5.18	July		4.03
August		8.05	August		6.89	August		6.65	August		5.21	August		4.03
September		8.22	September		7.42	September		5.36	September		5.49	September		4.55
October		10.05	October		6.60	October		3.85	October		5.12	October		5.24
November		10.66	November		5.55	November		2.68	November		5.29	November		5.74
December		9.00	December		5.31	December		3.29	December		6.01	December		5.99

A-24

MEDCO HEALTH SOLUTIONS, INC. (MHS)

Medco Health Solutions, Inc. is a healthcare company that provides clinically driven pharmacy services for private and public employers, health plans, labor unions, government agencies and individuals in the United States and internationally.  The company’s products and services include clinical management that comprises coverage management and utilization management programs; and RationalMed service, which analyzes patients’ available prescriptions, inpatient and outpatient medical and laboratory claim records, and engages physicians, pharmacists and patients in making changes, as well as provides benefit plan designs.  The company also offers pharmacy management products and services, such as the Medco Pharmacy, a mail-order service; Medco Therapeutic Resource centers, which conduct therapy management programs to treat certain chronic conditions; Specialty Pharmacy Management that provides an enhanced level of care to patients taking specialty medicines to treat complex or chronic conditions; Retail Pharmacy Networks, which offer clients with contracted discount rates; Call Center Pharmacies that provide information and support to members using its mail-order service or retail pharmacy networks; and information and services to physicians and pharmacists, as well as reimbursement services. In addition, the company provides Internet-based services, including Member-Oriented Web services that enable members to self-manage their prescription benefits; Medicare Part D Web services that support pre-enrollment and post-enrollment activities; Client-Oriented Web services that provide online access to the company’s proprietary tools for reporting, analyzing and modeling data, clinical-utilization management and decision-support, plan administration, industry news, and submission and tracking of service requests; and Pharmacist-Oriented Web services.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		27.05	January		29.61	January		49.98	January		44.93	January		61.48	January		61.02
February		27.86	February		33.81	February		44.31	February		40.58	February		63.24	February		61.64
March		28.61	March		36.27	March		43.79	March		41.34	March		64.56
April		26.62	April		39.01	April		49.54	April		43.55	April		58.92
May		26.95	May		38.88	May		48.45	May		45.89	May		57.65
June		28.64	June		39.00	June		47.20	June		45.61	June		55.08
July		29.67	July		40.64	July		49.58	July		52.86	July		48.00
August		31.69	August		42.73	August		46.85	August		55.22	August		43.48
September		30.06	September		45.20	September		45.00	September		55.31	September		52.06
October		26.75	October		47.19	October		37.95	October		56.12	October		52.53
November		25.11	November		50.00	November		42.00	November		63.16	November		61.32
December		26.72	December		50.70	December		41.91	December		63.91	December		61.27

A-25

MERCK & CO., INC. (MRK)

Merck & Co., Inc. is a global health care company that discovers, develops, manufactures and markets medicines, vaccines, biologic therapies, and consumer and animal products.  The company’s Pharmaceutical segment provides human health pharmaceutical products, such as therapeutic and preventive agents for the treatment of human disorders in the areas of bone, respiratory, immunology, dermatology, cardiovascular diseases, diabetes and obesity, infectious diseases, hypertension and/or heart failure, urology, bronchospasm, neurosciences and ophthalmology, oncology and women’s health; and human health vaccines, including preventative pediatric, adolescent and adult vaccines against measles, mumps, rubella and varicella.  The company’s Animal Health segment offers antibiotics, anti-inflammatory products, vaccines, products for the treatment of fertility disorders and parasiticides for cattle, swine, horses, poultry, dogs, cats, salmons and fishes.  The company’s Consumer Health Care segment provides over-the-counter products, including antihistamines, products for constipation, cold/flu medicines, nasal decongestant sprays and laxative tablets; foot care products, which comprise topical antifungal products and foot and sneaker odor/wetness products; and sun care products, such as sun care lotions, sprays, dry oils and lip-protection products, as well as sunless tanning and sunburn relief products.  It sells consumer health care products through wholesale and retail drug, food chain and mass merchandiser outlets in the United States and Canada.  The company serves drug wholesalers and retailers, hospitals, government agencies, physicians, physician distributors, veterinarians and animal producers, as well as managed health care providers, such as health maintenance organizations, pharmacy benefit managers and other institutions.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		34.50	January		44.75	January		46.10	January		28.55	January		38.18	January		33.17
February		34.86	February		44.15	February		44.30	February		24.20	February		36.88	February		32.57
March		35.23	March		44.17	March		37.95	March		26.75	March		37.35
April		34.42	April		51.44	April		38.04	April		24.24	April		35.04
May		33.29	May		52.45	May		38.96	May		27.58	May		33.69
June		36.43	June		49.80	June		37.69	June		27.96	June		34.97
July		40.27	July		49.65	July		32.90	July		30.01	July		34.46
August		40.55	August		50.17	August		35.67	August		32.43	August		35.16
September		41.90	September		51.69	September		31.56	September		31.63	September		36.81
October		45.42	October		58.26	October		30.95	October		30.93	October		36.31
November		44.51	November		59.36	November		26.72	November		36.21	November		34.47
December		43.60	December		58.11	December		30.40	December		36.54	December		36.04

A-26

MICROSOFT CORPORATION (MSFT)

Microsoft Corporation develops, manufactures, licenses and supports a range of software products and services for various computing devices worldwide.  The company’s Windows & Windows Live Division segment offers the Windows operating system, which includes Windows 7, Windows Vista, and Windows XP Home, the Windows Live suite of applications and Web services, and Internet Explorer.  Microsoft’s Server and Tools segment provides Windows Server operating systems, Windows Azure, Microsoft SQL Server, SQL Azure, Visual Studio, Silverlight, System Center products, Biz Talk server, Microsoft consulting services and product support services.  This segment also provides enterprise consulting and product support services; and training and certification to developers and information technology professionals, as well as builds standalone and software development lifecycle tools for software architects, developers, testers and project managers.  The company’s Online Services Division segment offers online information products, such as Bing, MSN portals, and channels; and an online advertising platform for publishers and advertisers.  Microsoft’s Microsoft Business Division segment offers Microsoft Office, Microsoft SharePoint, and Microsoft Dynamics ERP and CRM, as well as Microsoft Office Web Applications.  The company’s Entertainment and Devices Division segment develops, produces and markets the Xbox 360 platform; PC software games; online games and services; Mediaroom, an Internet protocol television software; Windows Phone and Windows Embedded device platforms; the Zune digital music and entertainment platform; and application software for Apple’s Macintosh computers, Microsoft PC hardware products, and other devices.  This segment is also involved in retail and marketing of packaged versions of the Microsoft Office system and the Windows operating systems.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		28.15	January		30.86	January		32.60	January		17.10	January		28.18	January		27.73
February		26.87	February		28.17	February		27.20	February		16.15	February		28.67	February		26.58
March		27.21	March		27.87	March		28.38	March		18.37	March		29.29
April		24.15	April		29.94	April		28.52	April		20.26	April		30.54
May		22.65	May		30.69	May		28.32	May		20.89	May		25.80
June		23.30	June		29.47	June		27.51	June		23.77	June		23.01
July		24.06	July		28.99	July		25.72	July		23.52	July		25.81
August		25.70	August		28.73	August		27.29	August		24.65	August		23.47
September		27.35	September		29.46	September		26.69	September		25.72	September		24.49
October		28.71	October		36.81	October		22.33	October		27.73	October		26.67
November		29.36	November		33.60	November		20.22	November		29.41	November		25.26
December		29.86	December		35.60	December		19.44	December		30.48	December		27.91

A-27

MORGAN STANLEY (MS)

Morgan Stanley, a financial holding company, provides various financial products and services to corporations, governments, financial institutions, and individuals worldwide.  The company has three segments: Institutional Securities, Global Wealth Management Group, and Asset Management.  The Institutional Securities segment engages in various activities, including capital raising; provision of financial advisory services principally on mergers and acquisitions, divestitures, corporate defense strategies, joint ventures, privatizations, recapitalizations, spin-offs, corporate restructurings, shareholder relations, tender offers, exchange offers, and leveraged buyouts; corporate lending; sales, trading, financing, and market-making activities in equity and fixed income securities and related products comprising foreign exchange and commodities; benchmark indices and risk management analytics; and investment.  The Global Wealth Management Group (a Morgan Stanley Smith Barney joint venture) segment provides brokerage and investment advisory services covering various investment alternatives comprising equities, options, futures, foreign currencies, precious metals, fixed income securities, mutual funds, structured products, alternative investment, unit investment trusts, managed futures, managed accounts and mutual fund asset allocation programs; financial and wealth planning services; annuity and insurance products; credit and other lending products; cash management services; retirement services; and trust and fiduciary services.  The Asset Management segment offers products and services in equity, fixed income, and alternative investments, which include hedge funds, fund of funds, real estate, private equity, and infrastructure, to institutional and retail clients through proprietary and third party distribution channels.  This segment also involves in investment activities.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		51.01	January		68.73	January		49.34	January		20.23	January		26.78	January		29.40
February		49.52	February		62.19	February		42.12	February		19.54	February		28.18	February		29.68
March		52.15	March		65.38	March		45.70	March		22.77	March		29.29
April		53.38	April		69.74	April		48.60	April		23.64	April		30.22
May		49.49	May		70.59	May		44.23	May		30.32	May		27.11
June		52.47	June		69.63	June		36.07	June		28.51	June		23.21
July		55.20	July		63.87	July		39.48	July		28.50	July		26.99
August		54.61	August		62.37	August		40.83	August		28.96	August		24.69
September		60.52	September		63.00	September		23.00	September		30.88	September		24.68
October		63.45	October		67.26	October		17.47	October		32.12	October		24.87
November		63.22	November		52.72	November		14.75	November		31.58	November		24.46
December		67.60	December		53.11	December		16.04	December		29.60	December		27.21

A-28

NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT)

Nippon Telegraph and Telephone Corporation and its subsidiaries provide telecommunications services to residential and business customers in Japan.  The company offers fixed and mobile voice, IP/packet communications, system integration, and other telecommunications related services; sells telecommunications equipment; and operates telephone networks.  It provides intra-prefectural and inter-prefectural communications services, international communications services, mobile telephone services, and related ancillary services, as well as network system services.  The company also involves in building maintenance, real estate property rental, systems development, leasing, and research and development businesses; and provides data communications services, such as information communications systems and computer networking, as well as strategic planning, systems planning and systems design, and installation of information communications systems and computer networks.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		23.24	January		25.04	January		23.89	January		24.07	January		21.10	January		23.23
February		21.70	February		26.41	February		21.69	February		21.18	February		21.78	February		24.48
March		21.55	March		26.41	March		21.68	March		19.03	March		21.02
April		22.49	April		24.89	April		21.49	April		18.80	April		20.29
May		24.71	May		23.59	May		24.26	May		20.77	May		20.48
June		24.47	June		22.17	June		24.30	June		20.35	June		20.34
July		26.00	July		21.57	July		25.32	July		20.65	July		20.85
August		25.18	August		23.10	August		24.49	August		22.20	August		21.54
September		24.53	September		23.27	September		22.51	September		23.03	September		21.92
October		25.13	October		22.95	October		20.35	October		20.54	October		22.54
November		25.25	November		22.60	November		21.95	November		21.48	November		22.64
December		24.79	December		24.66	December		27.19	December		19.74	December		22.94

NOKIA CORPORATION (NOK)

Nokia Corporation manufactures mobile devices, and provides Internet services and digital map information worldwide.  The company’s Devices & Services segment designs, develops, and manages its mobile device portfolio, including the sourcing of components.  It also offers consumer Internet services in music, maps, media, messaging, and games and working areas.  Its NAVTEQ segment provides digital map information and related location based content and services for automotive navigation systems, mobile navigation devices, Internet-based mapping applications, and government and business solutions.  The company’s Nokia Siemens Networks segment provides wireless and fixed network infrastructure, communications, and networks service platforms, as well as professional services to operators and service providers.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		18.38	January		22.10	January		37.14	January		12.27	January		13.69	January		10.70
February		18.58	February		21.83	February		36.01	February		9.36	February		13.47	February		8.63
March		20.72	March		22.92	March		31.83	March		11.67	March		15.54
April		22.66	April		25.25	April		30.07	April		14.14	April		12.16
May		21.47	May		27.38	May		28.40	May		15.30	May		10.12
June		20.26	June		28.11	June		24.50	June		14.58	June		8.15
July		19.85	July		28.64	July		27.32	July		13.34	July		9.51
August		20.88	August		32.88	August		25.17	August		14.01	August		8.56
September		19.69	September		37.93	September		18.65	September		14.62	September		10.03
October		19.88	October		39.72	October		15.18	October		12.61	October		10.70
November		20.22	November		39.33	November		14.17	November		13.26	November		9.23
December		20.32	December		38.39	December		15.60	December		12.85	December		10.32

A-29

NOVARTIS AG (NVS)

Novartis AG engages in the research, development, manufacture, and marketing of healthcare products worldwide.  Its Pharmaceuticals division offers prescription medicines in various therapeutic areas, including cardiovascular and metabolism; oncology; neuroscience and ophthalmics; respiratory; integrated hospital care; and other additional products.  The company’s Vaccines and Diagnostics division provides preventive vaccines and diagnostic tools, and also sells influenza, meningococcal, pediatric, and traveler vaccines, as well as blood testing and molecular diagnostics to prevent the spread of infectious diseases.  Its Sandoz division provides prescription medicines, as well as pharmaceutical and biotechnological active substances.  This division offers active ingredients and finished dosage forms of medicines; active pharmaceutical ingredients and intermediates, primarily antibiotics; protein or biotechnology-based products; and cytotoxic products, as well as provides biotech manufacturing services to other companies.  The company’s Consumer Health division consists of three business units: over-the-counter medicines, which offers readily available consumer medicines; Animal Health, which provides veterinary products for farm and companion animals; and CIBA Vision, which manufactures contact lenses and lens care products.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		55.16	January		57.69	January		50.79	January		41.26	January		53.53	January		55.86
February		53.25	February		55.43	February		49.15	February		36.25	February		55.32	February		56.27
March		55.44	March		54.63	March		51.23	March		37.83	March		54.10
April		57.51	April		58.09	April		50.33	April		37.91	April		50.85
May		55.48	May		56.18	May		52.35	May		40.02	May		45.01
June		53.92	June		56.07	June		55.04	June		40.79	June		48.32
July		56.22	July		53.95	July		59.35	July		45.62	July		48.74
August		57.12	August		52.65	August		55.64	August		46.47	August		52.49
September		58.44	September		54.96	September		52.84	September		50.38	September		57.67
October		60.73	October		53.17	October		50.99	October		51.95	October		57.95
November		58.41	November		56.52	November		46.92	November		55.60	November		53.41
December		57.44	December		54.31	December		49.76	December		54.43	December		58.95

A-30

ORACLE CORPORATION (ORCL)

Oracle Corporation, an enterprise software company, develops, manufactures, markets, distributes and services database and middleware software, applications software and hardware systems worldwide.  It engages in licensing database and middleware software, including database, application server and application grid, SOA suite and business process management, data migration and integration, business intelligence, identity and access management, content management, portal and user interaction, developer tools, Oracle enterprise manager, and Java platform.  The company also offers application software, including enterprise resource planning, customer relationship management, enterprise performance management, supply chain management, business intelligence applications, enterprise project portfolio management, and industry-specific applications; and software license updates and product support services.  In addition, the company provides hardware systems products, such as servers, storage products, Solaris operating system and other hardware-related software, and networking components and products; and hardware systems support services.  Further, the company offers consulting services, which include enterprise architecture design and implementation, business/IT strategy alignment, business process simplification, solution integration, and product implementation, enhancements, and upgrades; on demand and advanced customer services; and training services, as well as certification programs.  It markets and sells its products directly, as well as through resellers, system integrators/implementers, consultants, education providers, Internet service providers, network integrators, and independent software vendors to various industries, government agencies, and educational institutions.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		12.57	January		17.16	January		20.55	January		16.83	January		23.06	January		32.03
February		12.42	February		16.43	February		18.80	February		15.54	February		24.65	February		32.90
March		13.69	March		18.13	March		19.56	March		18.07	March		25.71
April		14.59	April		18.80	April		20.85	April		19.34	April		25.87
May		14.22	May		19.38	May		22.84	May		19.59	May		22.57
June		14.49	June		19.71	June		21.00	June		21.42	June		21.46
July		14.97	July		19.12	July		21.53	July		22.13	July		23.64
August		15.66	August		20.28	August		21.93	August		21.88	August		21.85
September		17.74	September		21.65	September		20.31	September		20.84	September		26.85
October		18.47	October		22.17	October		18.29	October		21.10	October		29.38
November		19.05	November		20.18	November		16.09	November		22.08	November		27.05
December		17.14	December		22.58	December		17.73	December		24.53	December		31.30

A-31

PFIZER INC. (PFE)

Pfizer Inc., a biopharmaceutical company, engages in the discovery, development, manufacture and marketing of prescription medicines for humans and animals worldwide.  The company’s Biopharmaceutical segment offers products in the areas of primary care, specialty care, established products, emerging markets and oncology.  Its principal products include Lipitor for elevated cholesterol levels in the blood; Norvasc for hypertension; Caduet for cardiovascular events; Chantix/Champix for smoking cessation; Lyrica for neuropathic pain; Revatio for pulmonary arterial hypertension; Geodon/Zeldox, a psychotropic agent; and Aricept for Alzheimer’s disease.  This segment’s products also comprise Celebrex for osteoarthritis and rheumatoid arthritis and acute pain; Zyvox for Gram-positive pathogens; Viagra for erectile dysfunction; Detrol/ Detrol LA for overactive bladder; Sutent for advanced renal cell carcinoma; Xalatan for open-angle glaucoma and ocular hypertension; Genotropin for growth disorders; Vfend, an antifungal agent; Effexor for depressive disorders; Prevnar/Prevnar7 for invasive pneumococcal disease; Enbrel for rheumatoid arthritis; Protonix, proton pump inhibitor for erosive esophagitis; and Spiriva for breathing problems.  The company’s Diversified segment offers animal health products, which include antibiotics, anti-inflammatories, antiemetics, parasiticides and vaccines; consumer healthcare products comprising dietary supplements, pain management, respiratory, and topicals/gastro-intestinal products; Nutrition products; and Capsugel products that include gelatin, liquid, softgel, non-animal, and fish gelatin capsules.  Pfizer Inc. serves doctors, nurse practitioners, physician assistants, pharmacists, hospitals, pharmacy benefit managers, managed care organizations, and government agencies.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		25.68	January		26.24	January		23.36	January		14.58	January		18.66	January		18.22
February		26.19	February		24.96	February		22.28	February		12.31	February		17.55	February		19.24
March		24.92	March		25.26	March		20.93	March		13.62	March		17.15
April		25.33	April		26.46	April		20.11	April		13.36	April		16.72
May		23.66	May		27.49	May		19.36	May		15.19	May		15.23
June		23.47	June		25.57	June		17.47	June		15.00	June		14.26
July		25.99	July		23.51	July		18.67	July		15.93	July		15.00
August		27.56	August		24.84	August		19.11	August		16.70	August		15.91
September		28.36	September		24.43	September		18.44	September		16.55	September		17.17
October		26.65	October		24.61	October		17.71	October		17.03	October		17.42
November		27.49	November		23.76	November		16.43	November		18.17	November		16.30
December		25.90	December		22.73	December		17.71	December		18.19	December		17.51

A-32

QWEST COMMUNICATIONS INTERNATIONAL INC. (Q)

Qwest Communications International Inc. provides data, Internet, video, and voice services in the United States and internationally.  The company offers its products and services using telecommunications network, which consists of voice and data switches, copper cables, fiber optic broadband cables, and other equipment to mass markets, business, and wholesale customers.  It provides various data and Internet services, including private line, multi-protocol label switching, broadband, voice over Internet protocol (VoIP) and data integration services, as well as Web hosting and related services comprising provision space, power, bandwidth, and managed services in data centers; and server and application management, back-up, disaster recovery, and Web design services.  Its data and Internet services also consist of traditional wide area network products, such as ATM, frame relay, dedicated Internet access, and virtual private network; integrated services digital network; and Internet dial-up access.  The company’s voice services include local voice services comprising basic local exchange and switching services; local voice exchange services, such as caller ID, call waiting, call return, 3-way calling, call forwarding, and voice mail; long-distance voice services consisting of domestic and international long-distance services, and toll free services; and wireless products and services.  Qwest Communications International’s data, Internet, and video services comprise Internet, Internet-based services, and digital television.  The company also engages in lease and sublease of real estate properties, such as space in office buildings, warehouses, and other properties.  It sells its products and services through its sales and call centers, Web site, telemarketing, retail stores, and kiosks, as well as relationships and arrangements with third-party sales agents.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		6.02	January		8.15	January		5.89	January		3.22	January		4.21	January		7.13
February		6.32	February		8.88	February		5.40	February		3.39	February		4.56	February		6.82
March		6.80	March		8.99	March		4.53	March		3.42	March		5.22
April		6.71	April		8.88	April		5.16	April		3.89	April		5.23
May		7.01	May		10.29	May		4.85	May		4.36	May		5.24
June		8.09	June		9.70	June		3.93	June		4.15	June		5.25
July		7.79	July		8.53	July		3.83	July		3.86	July		5.66
August		8.81	August		8.95	August		3.78	August		3.59	August		5.65
September		8.72	September		9.16	September		3.23	September		3.81	September		6.27
October		8.63	October		7.18	October		2.89	October		3.59	October		6.61
November		7.69	November		6.63	November		3.20	November		3.65	November		7.00
December		8.37	December		7.01	December		3.64	December		4.21	December		7.61

A-33

SONY CORPORATION (SNE)

Sony Corporation designs, develops, manufactures and sells electronic equipment, instruments and devices for consumer, professional and industrial markets worldwide.  The company offers consumer products and devices, including televisions, video cameras, compact digital cameras and digital single-lens reflex cameras, Blu-ray Disc players/recorders, DVD-video players/recorders, home theaters and audio systems, and portable audio and car audio products.  It also provides charged coupled devices, complementary metal-oxide semiconductor image sensors, system LSIs, small- and medium-sized TFT LCD panels, and other semiconductors; and components, such as batteries, optical disk drives, chemical products, audio/video/data recording media, storage media and optical pickups.  In addition, the company develops, produces, markets and distributes games and gaming devices, such as PlayStation3, PlayStation Portable, and PlayStation 2; as well as PCs and flash memory digital audio players.  It also manufactures broadcast- and professional-use products, Blu-ray Discs, DVDs, and CD discs.  The company further engages in research, development, design, production, marketing, sales, distribution and servicing  of mobile phones, accessories, services and applications.  The company produces and distributes motion pictures and television programs and home entertainment; creates and distributes digital content; operates a channel network and studio facilities; and develops entertainment products, services and technologies; as well as engages in the music publishing business.  Further, it engages in various financial service operations, such as insurance, banking, and leasing and credit financing.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		48.90	January		46.33	January		47.50	January		19.22	January		33.23	January		34.34
February		46.88	February		51.73	February		47.21	February		16.56	February		34.11	February		36.84
March		46.07	March		50.49	March		40.07	March		20.63	March		38.32
April		48.94	April		53.26	April		45.79	April		25.86	April		34.22
May		45.17	May		57.70	May		50.39	May		26.23	May		30.78
June		44.04	June		51.37	June		43.74	June		25.86	June		26.68
July		45.99	July		52.74	July		37.67	July		27.96	July		31.22
August		43.41	August		47.78	August		38.20	August		26.74	August		27.99
September		40.36	September		48.06	September		30.87	September		29.20	September		30.92
October		40.98	October		49.46	October		23.24	October		29.39	October		33.84
November		39.41	November		53.97	November		19.38	November		26.69	November		35.48
December		42.83	December		54.30	December		21.87	December		29.00	December		35.71

A-34

SYNGENTA AG (SYT)

Syngenta AG, an agribusiness company, engages in the discovery, development, manufacture, and marketing of a range of products designed to improve crop yields and food quality worldwide.  It operates in three segments: Crop Protection, Seeds, and Business Development.  The Crop Protection segment offers herbicides primarily for corn, cereals, soybean, and rice; fungicides for cereals, fruits, grapes, rice, soybean, and vegetables; insecticides for fruits, vegetables, and field crops; seed care primarily in corn, soybean, cereals, and cotton; and professional products, such as products for public health and products for turf and ornamentals.  The company markets these products through independent distributors and dealers, agricultural consultants, and growers.  The Seeds segment develops, produces, and markets seeds and plants based on advanced genetics and related technologies.  This segment offers approximately 200 product lines and approximately 6,800 varieties of proprietary genetics, including vegetables, flowers, corn, soybean, sugar beet, and sunflower.  The company markets these products worldwide primarily under NK, Golden Harvest, Garst, Hilleshog, S&G, Rogers, Zeraim Gedera, and Fischer brand names.  The Business Development segment engages in the development of enzymes and traits to enhance agronomic, nutritional, and biofuel properties of plants.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		25.54	January		37.07	January		52.74	January		38.62	January		51.06	January		64.63
February		28.42	February		35.20	February		57.32	February		42.82	February		51.91	February		67.32
March		28.11	March		38.05	March		58.51	March		40.11	March		55.51
April		27.78	April		39.70	April		59.18	April		42.65	April		50.51
May		27.53	May		37.71	May		61.29	May		48.80	May		44.08
June		26.56	June		38.93	June		64.70	June		46.52	June		45.85
July		28.75	July		37.69	July		58.09	July		45.92	July		44.13
August		29.51	August		37.52	August		53.68	August		46.92	August		46.04
September		30.18	September		43.33	September		42.32	September		45.95	September		49.79
October		32.24	October		48.47	October		37.38	October		47.33	October		55.38
November		35.21	November		49.55	November		36.02	November		53.51	November		55.71
December		37.14	December		50.66	December		39.14	December		56.27	December		58.78

A-35

TEXAS INSTRUMENTS INCORPORATED (TXN)

Texas Instruments Incorporated engages in the design and sale of semiconductors to electronics designers and manufacturers worldwide.  It operates in four segments: Analog, Embedded Processing, Wireless, and Other.  The Analog segment offers high-performance analog products comprising standard analog semiconductors, such as amplifiers, data converters, and interface semiconductors; high-volume analog, and standard linear and logic products; and power management semiconductors and line-powered systems.  The company’s Embedded Processing segment includes DSPs that perform mathematical computations instantaneously to process and improve digital data; and microcontrollers, which are designed to control a set of specific tasks for electronic equipment.  Its Wireless segment designs, manufactures and sells application processors and connectivity products.  The company’s Other segment offers smaller semiconductor products, which include DLP products that are primarily used in projectors to create high-definition images; reduced-instruction set computing microprocessors; and application-specific integrated circuits.  This segment also provides handheld graphing and scientific calculators, as well as licenses technologies to other electronics companies.  The company serves communications, computing, industrial, consumer electronics, automotive, and education sectors.  Texas Instruments Incorporated sells its products through a direct sales force, distributors, and third-party sales representatives.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		29.23	January		31.19	January		30.95	January		14.95	January		22.50	January		33.91
February		29.85	February		30.96	February		29.96	February		14.35	February		24.38	February		35.61
March		32.47	March		30.10	March		28.27	March		16.51	March		24.47
April		34.71	April		34.37	April		29.16	April		18.06	April		26.01
May		31.23	May		35.36	May		32.48	May		19.40	May		24.42
June		30.29	June		37.63	June		28.16	June		21.30	June		23.28
July		29.78	July		35.19	July		24.38	July		24.05	July		24.69
August		32.59	August		34.24	August		24.51	August		24.59	August		23.02
September		33.25	September		36.59	September		21.50	September		23.69	September		27.14
October		30.18	October		32.60	October		19.56	October		23.45	October		29.57
November		29.55	November		31.57	November		15.57	November		25.29	November		31.80
December		28.80	December		33.40	December		15.52	December		26.06	December		32.50

THE COCA-COLA COMPANY (KO)

The Coca-Cola Company manufactures, distributes, and markets nonalcoholic beverage concentrates and syrups worldwide.  It principally offers sparkling and still beverages.  The company’s sparkling beverages include nonalcoholic ready-to-drink beverages with carbonation, such as energy drinks, and carbonated waters and flavored waters.  Its still beverages consist of nonalcoholic ready-to-drink beverages without carbonation, including non-carbonated waters, flavored waters and enhanced waters, non-carbonated energy drinks, juices and juice drinks, teas, coffees, and sports drinks.  The Coca-Cola Company also offers fountain syrups, syrups, and concentrates, such as flavoring ingredients and sweeteners.  The company markets its nonalcoholic beverages primarily under the Coca-Cola, Diet Coke, Fanta, and Sprite brand names.  The company sells its finished beverage products primarily to distributors, and beverage concentrates and syrups to bottling and canning operators, distributors, fountain wholesalers, and fountain retailers.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		41.38	January		47.88	January		59.00	January		42.72	January		54.25	January		62.85
February		41.97	February		46.68	February		58.46	February		40.85	February		52.72	February		63.92
March		41.87	March		48.00	March		60.87	March		43.95	March		55.00
April		41.96	April		52.19	April		58.87	April		43.05	April		53.45
May		44.03	May		52.99	May		57.26	May		49.16	May		51.40
June		43.02	June		52.31	June		51.98	June		47.99	June		50.12
July		44.50	July		52.11	July		51.50	July		49.84	July		55.11
August		44.81	August		53.78	August		52.07	August		48.77	August		55.88
September		44.68	September		57.47	September		52.88	September		53.70	September		58.52
October		46.72	October		61.76	October		44.06	October		53.31	October		61.32
November		46.83	November		62.10	November		46.87	November		57.20	November		63.17
December		48.25	December		61.37	December		45.27	December		57.00	December		65.77

A-36

THE TRAVELERS COMPANIES, INC. (TRV)

The Travelers Companies, Inc. provides various commercial and personal property and casualty insurance products and services to businesses, government units, associations, and individuals primarily in the United States.  The company operates in three segments: Business Insurance; Financial, Professional, and International Insurance; and Personal Insurance.  Business Insurance segment offers property and casualty products and services, such as commercial multi-peril, property, general liability, commercial auto, and workers’ compensation insurance.  It operates in six groups: Select Accounts, which serves small businesses; Commercial Accounts that serves mid-sized businesses; National Accounts, which serves large companies; Industry-Focused Underwriting that serves targeted industries; Target Risk Underwriting, which serves commercial businesses requiring specialized product underwriting, claims handling, and risk management services; and Specialized Distribution that offers products to customers through licensed wholesale, general, and program agents.  Financial, Professional, and International Insurance segment provides surety and financial liability coverage, which requires a credit-based underwriting process, and property and casualty products primarily in the U.S., the United Kingdom, Ireland, and Canada.  Personal Insurance segment offers property and casualty insurance covering personal risks, including primarily automobile and homeowners insurance to individuals.  It distributes its products through independent agents, sponsoring organizations, joint marketing arrangements with other insurers, and direct marketing.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		45.38	January		50.85	January		48.10	January		38.64	January		50.67	January		56.26
February		42.98	February		50.75	February		46.41	February		36.15	February		52.59	February		59.93
March		41.79	March		51.77	March		47.85	March		40.64	March		53.94
April		44.03	April		54.10	April		50.40	April		41.14	April		50.74
May		44.02	May		54.17	May		49.81	May		40.66	May		49.47
June		44.58	June		53.50	June		43.40	June		41.04	June		49.25
July		45.80	July		50.78	July		44.12	July		43.07	July		50.45
August		43.90	August		50.54	August		44.16	August		50.42	August		48.99
September		46.89	September		50.34	September		45.20	September		49.23	September		52.10
October		51.13	October		52.21	October		42.55	October		49.79	October		55.20
November		51.81	November		53.11	November		43.65	November		52.39	November		53.99
December		53.69	December		53.80	December		45.20	December		49.86	December		55.71

A-37

TIME WARNER CABLE INC. (TWC)

Time Warner Cable Inc. provides video, data, and voice service over its broadband cable systems to residential and commercial customers in the United States.  It offers a range of residential video services, including on-demand, high-definition (HD), and digital video recorder (DVR) services.  The company also provides residential high-speed data services with connection to the Internet; wireless mobile broadband Internet services; and digital phone services.  In addition, it offers a range of video programming tiers and music services; high-speed data, networking, and transport services; and commercial voice service to small- and medium-sized businesses under the Time Warner Cable Business Class brand.  As of December 31, 2009, Time Warner Cable served approximately 14.6 million residential and commercial customers in the New York state, the Carolinas, Ohio, southern California, and Texas.  The company is based in New York, New York.  Time Warner Cable Inc. (NYSE:TWC) operates independently of Time Warner Inc. as of March 12, 2009.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		*	January		126.75	January		75.48	January		55.89	January		43.59	January		67.83
February		*	February		116.25	February		81.90	February		54.69	February		46.69	February		72.18
March		*	March		112.41	March		74.94	March		24.80	March		53.31
April		*	April		110.46	April		84.00	April		32.23	April		56.25
May		*	May		115.23	May		89.70	May		30.79	May		54.73
June		*	June		117.51	June		79.44	June		31.67	June		52.08
July		*	July		114.66	July		85.29	July		33.06	July		57.17
August		*	August		110.10	August		80.25	August		36.92	August		51.57
September		*	September		98.40	September		72.60	September		43.09	September		53.99
October		*	October		85.77	October		58.74	October		39.44	October		57.87
November		*	November		78.09	November		60.90	November		41.89	November		61.54
December		*	December		82.80	December		64.35	December		41.39	December		66.03

TIME WARNER INC. (TWX)

Time Warner Inc. operates as a media and entertainment company in the United States and internationally.  It operates in three segments: Networks, Filmed Entertainment, and Publishing.  The Networks segment provides domestic and international networks and premium pay television programming services, which consist of the multi channel HBO and Cinemax pay television programming services.  The Filmed Entertainment segment produces and distributes theatrical motion pictures, television shows, and animation and other programming; and distributes home video products, and licenses rights to its feature films, television programming, and characters.  The Publishing segment publishes magazines; and operates various Web sites, as well as involves in direct-marketing businesses.  It publishes magazines on celebrities; sports; lifestyle, beauty, and fashion; life, home, body, and soul; news and events; economic and business developments; and consumer.  The company has a strategic alliance with ALDAR Properties PJSC and Abu Dhabi Media Company to develop certain entertainment related projects in Abu Dhabi; and a strategic partnership with Unilever. 

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		36.19	January		45.15	January		32.39	January		19.26	January		27.45	January		31.45
February		35.73	February		41.99	February		32.22	February		15.75	February		29.04	February		38.20
March		34.66	March		40.71	March		28.94	March		17.98	March		31.27
April		35.92	April		42.59	April		30.65	April		20.33	April		33.08
May		35.53	May		44.11	May		32.78	May		21.81	May		30.99
June		35.71	June		43.43	June		30.55	June		23.46	June		28.91
July		34.06	July		39.76	July		29.56	July		24.83	July		31.46
August		34.31	August		39.18	August		33.79	August		26.00	August		29.98
September		37.63	September		37.90	September		27.06	September		26.81	September		30.65
October		41.31	October		37.69	October		20.83	October		28.05	October		32.51
November		41.57	November		35.63	November		18.68	November		28.61	November		29.49
December		44.96	December		34.08	December		20.77	December		29.14	December		32.17

A-38

TOTAL S.A. (TOT)

TOTAL S.A., together with its subsidiaries, operates as an integrated oil and gas company worldwide.  The company operates in three segments: Upstream, Downstream, and Chemicals.  The Upstream segment engages in the exploration, development, and production of oil and natural gas.  The company is also involved in the marketing, trading, transportation, and storage of natural gas and liquefied natural gas (LNG), LNG re-gasification and natural gas storage operations.  In addition, this segment engages in the shipping and trade of liquefied petroleum gas (LPG); power generation from gas-fired power plants or renewable energies; production, trade, and marketing of coal, as well as in solar power systems and technology operations.  The Downstream segment engages in refining, marketing, trading, and shipping of crude oil and petroleum products.  It produces a range of specialty products, such as lubricants, liquefied petroleum gas, jet fuel, special fluids, bitumen, and petrochemical feedstock.  The company holds interests in twenty-four refineries located in Europe, the United States, the French West Indies, Africa, and China, as well as operated a network of 16,299 retail stations worldwide.  The Chemical segment produces base chemicals, including petrochemicals and fertilizers, and is also involved in rubber processing, resins, adhesives, and electroplating activities.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		68.05	January		68.05	January		72.78	January		49.78	January		57.59	January		58.77
February		62.05	February		67.32	February		75.39	February		47.20	February		55.66	February		61.30
March		64.80	March		69.78	March		74.01	March		49.06	March		58.02
April		67.89	April		73.69	April		84.00	April		49.72	April		54.38
May		65.21	May		75.45	May		87.26	May		57.65	May		46.63
June		65.52	June		80.98	June		85.27	June		54.23	June		44.64
July		68.23	July		78.61	July		76.50	July		55.65	July		50.63
August		67.43	August		75.09	August		71.88	August		57.27	August		46.65
September		65.94	September		81.03	September		60.68	September		59.26	September		51.60
October		68.14	October		80.61	October		55.44	October		60.07	October		54.48
November		71.46	November		80.92	November		52.75	November		62.19	November		48.77
December		71.92	December		82.60	December		55.30	December		64.04	December		53.48

A-39

TOYOTA MOTOR CORPORATION (TM)

Toyota Motor Corporation engages in the design, manufacture and sale of sedans, minivans, compact cars, sport-utility vehicles, trucks and related parts and accessories primarily in North America, Europe, and Asia.  The company offers conventional engine vehicles, including subcompact and compact cars primarily consisting of Corolla sedan, Yaris, iQ, Scion xB and Scion xD brands; mini-vehicles, passenger vehicles, commercial vehicles, and auto parts; mid-size models comprising Camry, REIZ, Avensis and Mark X brands; and luxury vehicles under the Lexus and Crown brands, and Century limousines, as well as hybrid vehicles, which run on a combination of gasoline engine and motor primarily under the Prius brand.  It also sells sports and specialty vehicles, which include Lexus SC and Scion tC brands; sport-utility vehicles, including Sequoia, 4Runner, RAV4, Highlander, FJ Cruiser and Land Cruiser brands; pickup trucks that comprise Tacoma and Tundra brands; minivans and cab wagons that primarily include Alphard, Vellfire, Corolla Verso, Wish, Hiace, Regius Ace, Estima, Noah, Voxy, Sienta, Isis, Passo Sette and Sienna brands; and trucks and buses.  In addition, the company provides retail and wholesale financing, insurance services, vehicle and equipment leasing, and other financial services, including credit cards, primarily to its dealers and their customers.  Further, it involves in the design and manufacture of prefabricated housing; information technology related businesses, including an e-commerce marketplace called GAZOO.com; and sales promotions for KDDI communication related products.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		103.71	January		131.78	January		108.32	January		63.51	January		77.00	January		82.18
February		106.87	February		133.60	February		108.55	February		63.14	February		74.83	February		93.30
March		108.90	March		128.16	March		100.89	March		63.30	March		80.42
April		117.13	April		121.42	April		101.50	April		79.16	April		77.09
May		107.38	May		120.76	May		102.05	May		80.15	May		72.34
June		104.59	June		125.88	June		94.00	June		75.53	June		68.57
July		105.22	July		120.63	July		86.05	July		84.18	July		70.23
August		108.34	August		115.68	August		89.59	August		85.19	August		67.84
September		108.90	September		116.86	September		85.80	September		78.57	September		71.58
October		118.00	October		114.44	October		76.09	October		78.89	October		70.82
November		120.05	November		112.45	November		63.10	November		78.54	November		77.69
December		134.31	December		106.17	December		65.44	December		84.16	December		78.63

VERIZON COMMUNICATIONS INC. (VZ)

Verizon Communications Inc. provides communication services in the United States and internationally.  It operates in two segments, Wireline and Domestic Wireless.  The Wireline segment provides voice, Internet access, broadband video and data, next generation IP network services, network access, and long distance services to consumers, carriers, businesses, and government customers.  The Domestic Wireless segment offers in wireless voice and data products, and other value-added services, as well as sells equipment.  This segment serves approximately 90 million customers.  The company was formerly known as Bell Atlantic Corporation and changed its name to Verizon Communications Inc. in June 2000.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		28.38	January		35.83	January		36.12	January		27.91	January		27.49	January		35.62
February		30.21	February		34.79	February		33.79	February		26.66	February		27.03	February		36.92
March		30.53	March		35.27	March		33.91	March		28.22	March		28.98
April		29.61	April		35.52	April		35.96	April		28.35	April		27.00
May		27.97	May		40.49	May		35.95	May		27.34	May		25.71
June		30.02	June		38.30	June		33.08	June		28.71	June		26.18
July		30.31	July		39.65	July		31.81	July		29.97	July		29.06
August		31.53	August		38.96	August		32.82	August		29.00	August		29.53
September		33.28	September		41.19	September		29.98	September		28.28	September		32.59
October		33.16	October		42.86	October		27.72	October		27.65	October		32.48
November		32.50	November		40.19	November		30.51	November		29.40	November		32.01
December		34.64	December		40.64	December		31.68	December		30.96	December		35.78

A-40

VIACOM INC. (VIA-B)

Viacom Inc. operates as an entertainment content company primarily in the United States and Europe.  It operates in two segments, Media Networks and Filmed Entertainment.  The Media Networks segment provides entertainment content to advertisers, content distributors, and retailers across various distribution platforms, including television, the Internet, mobile devices, game consoles, themed entertainment, and various consumer products.  It serves through MTV Networks with approximately 170 channels and multiplatform properties, which primarily include MTV: Music Television, VH1, CMT: Country Music Television, Logo, Nickelodeon, Nick at Nite, Nick Jr., TeenNick, COMEDY CENTRAL, Spike TV, and TV Land.  This segment also operates approximately 430 digital media properties, as well as operates a television network that offers entertainment, music, news, and public affairs programming to the African-American audience through its BET Networks.  In addition, it engages in video game business, which includes the Rock Band franchise and casual gaming Web sites, such as Addictinggames.com and Shockwave.com.  The Filmed Entertainment segment produces, finances and distributes motion pictures and other entertainment content.  It produces and distributes motion pictures under the Paramount Pictures, Paramount Vantage, Paramount Classics, MTV Films and Nickelodeon Movies brands.  This segment also involves in selling DVDs and other products relating to the motion pictures and other entertainment content.  In addition, it acquires films for distribution and has presence in the games business. 

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		41.48	January		40.67	January		38.70	January		14.75	January		29.14	January		41.55
February		39.96	February		39.04	February		39.75	February		15.39	February		29.65	February		44.66
March		38.80	March		41.11	March		39.62	March		17.38	March		34.38
April		39.83	April		41.25	April		38.44	April		19.24	April		35.33
May		37.75	May		44.92	May		35.82	May		22.17	May		33.61
June		35.84	June		41.63	June		30.54	June		22.70	June		31.37
July		34.85	July		38.30	July		27.93	July		23.16	July		33.04
August		36.30	August		39.46	August		29.48	August		25.04	August		31.42
September		37.18	September		38.97	September		24.84	September		28.04	September		36.19
October		38.92	October		41.29	October		20.22	October		27.59	October		38.62
November		37.51	November		42.02	November		15.92	November		29.64	November		37.83
December		41.03	December		43.92	December		19.06	December		29.73	December		39.61

A-41

VODAFONE GROUP PUBLIC LIMITED COMPANY (VOD)

Vodafone Group Public Limited Company provides mobile communications internationally. The company offers various handsets; voice and messaging services; data services comprising Internet, email, music, games, and television; and fixed services, including fixed voice and fixed broadband solutions. It also offers value added services, such as Vodafone Email Plus and Windows Mobile Email; Vodafone PC Backup and Restore; Vodafone Money Transfer system; and roaming services. In addition, the company’s enterprise services include Vodafone One Net, which combines fixed and mobile communications in one system; Vodafone Unified Communications, which provides one interface for various communications, access emails, share documents and files, access calendars, hold Web and video conferences, and exchange instant messages; and enterprise mobile voice connections. Its business managed services include logistics, cost control, and security and online management portals offering single-sign-on services; and machine-to-machine communications for businesses to automate the capture of data, perform real-time diagnostics, and control assets remotely. The company has approximately 341.1 million mobile customers. The company was formerly known as Vodafone AirTouch plc and changed its name to Vodafone Group Plc in July 2000.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		21.11	January		29.39	January		34.85	January		18.59	January		21.46	January		28.36
February		19.32	February		27.90	February		32.23	February		17.75	February		21.77	February		28.62
March		20.90	March		26.86	March		29.51	March		17.42	March		23.31
April		23.70	April		28.73	April		31.66	April		18.35	April		22.20
May		23.00	May		31.43	May		32.09	May		18.82	May		20.10
June		21.30	June		33.63	June		29.46	June		19.49	June		20.67
July		21.68	July		30.35	July		26.83	July		20.58	July		23.48
August		21.69	August		32.40	August		25.55	August		21.72	August		24.20
September		22.86	September		36.30	September		22.10	September		22.50	September		24.81
October		25.85	October		39.27	October		19.27	October		22.19	October		27.51
November		26.36	November		37.25	November		19.58	November		22.69	November		25.06
December		27.78	December		37.32	December		20.44	December		23.09	December		26.44

WAL-MART STORES, INC. (WMT)

Wal-Mart Stores, Inc. operates retail stores in various formats worldwide.  The company’s Walmart U.S. segment offers meat, produce, deli, bakery, dairy, frozen foods, floral, and dry grocery; health and beauty aids, household chemicals, paper goods, and pet supplies; electronics, cameras and supplies, photo processing services, cellular phones, cellular service plan contracts, and prepaid service and toys; fabrics and crafts, stationery and books, automotive accessories, hardware and paint, horticulture and accessories, sporting goods, outdoor entertaining, and seasonal merchandise; apparel, shoes, and jewelry; pharmacy and optical services; and home furnishings, housewares, and small appliances through discount stores, supercenters, and neighborhood markets, as well as through walmart.com.  Its International segment includes various formats of retail stores and restaurants, including combination discount and grocery stores, supercenters, Sam’s Clubs, hypermarkets, cash-n-carry stores, department stores, and general merchandise stores.  The company’s Sam’s Club segment offers merchandise, including hardgoods, softgoods, institutional-size grocery items, and selected private-label items under the MEMBER’S MARK, BAKERS & CHEFS, and SAM’S CLUB brands through warehouse membership clubs in the United States, as well as through samsclub.com.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		46.11	January		47.69	January		50.74	January		47.12	January		53.43	January		56.07
February		45.36	February		48.31	February		49.59	February		49.24	February		54.07	February		51.98
March		47.24	March		46.95	March		52.68	March		52.10	March		55.60
April		45.03	April		47.92	April		57.98	April		50.40	April		53.64
May		48.45	May		47.60	May		57.74	May		49.74	May		50.56
June		48.17	June		48.11	June		56.20	June		48.44	June		48.07
July		44.50	July		45.95	July		58.62	July		49.88	July		51.19
August		44.72	August		43.63	August		59.07	August		50.87	August		50.14
September		49.32	September		43.65	September		59.89	September		49.09	September		53.52
October		49.28	October		45.21	October		55.81	October		49.68	October		54.17
November		46.10	November		47.90	November		55.88	November		54.55	November		54.09
December		46.18	December		47.53	December		56.06	December		53.45	December		53.93

A-42

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.  In addition, the company offers healthcare consulting services.  It primarily serves orthopaedic surgeons, neurosurgeons, oral surgeons, dentists, hospitals, stocking distributors, and healthcare dealers, as well as healthcare purchasing organizations or buying groups.  The company markets and sells its products through stocking distributors and healthcare dealers; and directly to dental practices and dental laboratories, as well as healthcare institutions, such as hospitals or direct channel accounts.

2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price		2010	Closing Price		2011	Closing Price
January		68.95	January		84.22	January		78.14	January		36.40	January		56.32	January		59.16
February		69.18	February		84.27	February		75.29	February		35.02	February		57.33	February		62.34
March		67.60	March		85.41	March		77.86	March		36.50	March		59.20
April		62.90	April		90.48	April		74.16	April		43.99	April		60.91
May		60.55	May		88.06	May		72.80	May		44.55	May		55.93
June		56.72	June		84.89	June		68.05	June		42.60	June		54.05
July		63.24	July		77.76	July		68.91	July		46.60	July		52.99
August		68.00	August		78.33	August		72.39	August		47.35	August		47.17
September		67.50	September		80.99	September		64.56	September		53.45	September		52.33
October		72.01	October		69.49	October		46.43	October		52.57	October		47.44
November		72.96	November		64.73	November		37.32	November		59.17	November		49.26
December		78.38	December		66.15	December		40.42	December		59.11	December		53.68

A-43

1,000,000,000 Depositary Receipts

Market 2000+ HOLDRSSM Trust

PROSPECTUS

March 15, 2011

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.

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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 offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 9 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on March 15, 2011.

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. 9 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 15, 2011.

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

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INDEX TO EXHIBITS

Exhibits

*4.1 Standard Terms for Depositary Trust Agreements between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee dated as of September 2, 1999, and included as exhibits thereto, form of Depositary Trust Agreement, form of Amendment No. 1 to the Standard Terms for Depositary Trust Agreements and form of HOLDRS, filed on August 3, 2000 as an exhibit to Amendment No. 2 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS.

*5.1 Opinion of Shearman & Sterling LLP regarding the validity of the Market 2000+ HOLDRS Receipts, filed on July 28, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS.

*8.1 Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on July 28, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Market 2000+ HOLDRS.

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

________________

* Previously filed.

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