POS AM

As filed with the Securities and Exchange Commission on January 11, 2012

Registration No. 333-89355

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 12

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)

Biotech 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.  o

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.  £

DEREGISTRATION OF UNSOLD SECURITIES

The Issuer hereby files this Post-Effective Amendment No. 12 to the S-1 Registration Statement for the Biotech HOLDRS Trust to deregister all of the 945,769,700 unsold HOLding Company Depositary ReceiptS of the Biotech HOLDRS Trust because the trust has terminated and no additional Biotech HOLDRS will be issued.  Pursuant to the undertaking set forth in Item 512(a)(3) of Regulation S-K, the Issuer is filing this Post-Effective Amendment No. 12 to the S-1 Registration Statement to deregister, by means of a post-effective amendment, all of the 945,769,700 Biotech HOLDRS securities that remain unsold as of January 6, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 12 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on January 11, 2012.

Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	*
Name:	Thomas K. Montag
Title:	Chief Executive Officer, Executive Vice
	President and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated below on January 11, 2012.

Signature		Title
*		Chief Executive Officer, Executive Vice President and Director
Thomas K. Montag		(Principal Executive Officer)
*		Director
John M. Hogarty		(Principal Executive Officer)
*		Interim Chief Financial Officer and Managing Director
William Tirrell		(Principal Financial Officer and Principal Accounting Officer)
*By:	/s/ Liam B. O’Neil	Attorney-in-Fact
Liam B. O’Neil

INDEX TO EXHIBITS

Exhibits

*24.1	Power of Attorney of Thomas K. Montag
24.2	Power of Attorney of John M. Hogarty and William Tirrell

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* Previously filed.

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

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

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

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

/s/ John M. Hogarty	Director	January 5, 2012
John M. Hogarty

State of New York	)
County of New York	) ss.:

On the 5th day of January in the year 2012 before me, the undersigned, personally appeared John M. Hogarty, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Cheryl D. Mason 

Notary Public

Cheryl D. Mason

NOTARY PUBLIC-STATE OF NEW YORK

No: 01MA8010663

Qualified in Queens County

Certificate filed in New York County

My Commission Expires July 20, 2014

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

/s/ William Tirrell	Interim Chief Financial Officer	January 6, 2012
	and Managing Director
William Tirrell

State of New Jersey	)
County of Hudson	) ss.:

On the 6th day of January in the year 2012 before me, the undersigned, personally appeared William Tirrell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Eric Costello

Notary Public

Eric O. Costello

NOTARY PUBLIC OF NEW JERSEY

My Commission Expires October 11, 2012

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

/s/ Liam B. O’Neil	Agent and Attorney-in-Fact	January 9, 2012
Liam B. O’Neil

State of New York	)
County of New York	) ss.:

On the 9th day of January in the year 2012 before me, the undersigned, personally appeared Liam B. O’Neil, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. 

 /s/ David Larkin

Notary Public

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NOTARY PUBLIC-STATE OF NEW YORK

No: 01LA6123746

Qualified in New York County

My Commission Expires August 1, 2013

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