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

Registration Statement No. 333-89355

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO.  9

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Initial Depositor

(Exact name of registrant as specified in charter)

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 No.)

250 Vesey Street

New York, New York 10281

(212) 449-1000

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Copies to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated 250 Vesey Street New York, New York 10281 (212) 449-1000 Attn: Corporate Secretary	Andrew B. Jánszky, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

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

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

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

PROSPECTUS

1,000,000,000 Depositary Receipts

Biotech HOLDRSSM Trust

The Biotech HOLDRSSM Trust issues Depositary Receipts called Biotech HOLDRSSM representing your undivided beneficial ownership in the common stock or American depositary shares of a group of specified companies that are involved in various segments of the biotechnology industry.  The Bank of New York Mellon is the trustee.  You only may acquire, hold or transfer Biotech HOLDRSSM in a round-lot amount of 100 Biotech HOLDRSSM or round-lot multiples.  Biotech HOLDRSSM are separate from the underlying deposited common stocks or American depositary shares that are represented by the Biotech HOLDRSSM.  For a list of the names and the number of shares of the companies that make up a Biotech HOLDRSM, see “Highlights of Biotech HOLDRS¾The Biotech HOLDRS” in this prospectus.  The Biotech HOLDRSSM trust issues Biotech HOLDRSSM on a continuous basis.

Investing in Biotech HOLDRSSM involves significant risks.  See “Risk Factors.”

Biotech HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates.  Biotech 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 Biotech HOLDRSSM are listed on the NYSE Arca under the symbol “BBH.”  On February 27, 2009, the last reported sale price of the Biotech HOLDRSSM on the NYSE Arca was $163.66.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is March 11, 2009.

“HOLDRS” and “HOLding Company Depositary ReceiptS” are service marks of Merrill Lynch & Co., Inc.

TABLE OF CONTENTS

Page

SUMMARY	3
RISK FACTORS	4
HIGHLIGHTS OF BIOTECH HOLDRS	10
THE TRUST	17
DESCRIPTION OF BIOTECH HOLDRS	17
DESCRIPTION OF THE UNDERLYING SECURITIES	18
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT	21
U.S. FEDERAL INCOME TAX CONSEQUENCES	25
ERISA CONSIDERATIONS	31
PLAN OF DISTRIBUTION	31
LEGAL MATTERS	31
WHERE YOU CAN FIND MORE INFORMATION	32

This prospectus contains information you should consider when making your investment decision.  With respect to information about Biotech HOLDRS, you should rely only on the information contained in this prospectus.  We have not authorized any other person to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  We are not making an offer to sell Biotech HOLDRS in any jurisdiction where the offer or sale is not permitted.

The Biotech 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 Consequences¾Non-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 Biotech HOLDRS or of the underlying securities through an investment in the Biotech HOLDRS.

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SUMMARY

The Biotech HOLding Company Depositary ReceiptS or HOLDRS trust was formed under the depositary trust agreement, dated as of November 18, 1999, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Biotech HOLDRS. The depositary trust agreement was amended on November 22, 2000.  The trust is not a registered investment company under the Investment Company Act of 1940.

The number of shares of each company’s common stock or American depositary shares currently held by the trust with respect to each round-lot of Biotech HOLDRS is specified under “Highlights of Biotech HOLDRS¾The Biotech HOLDRS.”  This group of common stocks or American depositary shares, and the securities of any company that may be added to the Biotech HOLDRS, are collectively referred to in this prospectus as the underlying securities.  The companies included in the Biotech 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 Biotech HOLDRS are separate from the underlying securities that are represented by the Biotech HOLDRS.  On February 27, 2009, there were 3,791,700 HOLDRS outstanding.

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RISK FACTORS

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

General Risk Factors

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

· Discount trading price.  Biotech 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 Biotech HOLDRS or other corporate events, such as mergers, a Biotech HOLDR may represent an interest in a fractional share of an underlying security.  You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with the other shares of such underlying securities and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional shares in the underlying securities.  In addition, if you surrender your Biotech HOLDRS to receive the underlying securities you will receive cash in lieu of your fractional shares.  You will not be entitled to any securities if your interest in an underlying security is only a fraction of a share.

· Not necessarily representative of the biotechnology industry.  At the time of the initial offering, the companies included in the Biotech HOLDRS were generally considered to be involved in various segments of the biotechnology industry.  However, the market price of the underlying securities and the Biotech HOLDRS may not necessarily follow the price movements of the entire biotechnology industry.  If the underlying securities decline in value, your investment in the Biotech HOLDRS will decline in value, even if securities prices of companies in the biotechnology industry generally increase in value.  In addition, since the time of the initial offering, the companies included in the Biotech HOLDRS may not be involved in the biotechnology industry.  In this case, the Biotech HOLDRS may not consist of securities issued only by companies involved in the biotechnology industry.

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

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may be represented in the Biotech HOLDRS, which may also result in the inclusion in the Biotech HOLDRS of the securities of a new company that is not involved in the biotechnology industry.

· No investigation of underlying securities.  The underlying securities initially included in the Biotech HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of the issuers and the market liquidity of securities in the biotechnology industry, without regard for the value, price performance, volatility or investment merit of the underlying securities.  Consequently, the Biotech HOLDRS trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and each of their respective affiliates, have not performed any investigation or review of the selected companies, including the public filings by the companies.  Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates.

· Loss of diversification.  As a result of industry developments, reorganizations or market fluctuations affecting issuers of the underlying securities, Biotech HOLDRS may not necessarily be a diversified investment in the biotechnology industry.  In addition, reconstitution events, distributions of securities by an underlying issuer or other events, which may result in the distribution of securities from, or the inclusion of additional securities in, the Biotech HOLDRS may also reduce diversification.  Biotech HOLDRS may represent a concentrated investment in one or more of the underlying securities, which would reduce investment diversification and increase your exposure to the risks of concentrated investments.

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

· Trading halts.  Trading in Biotech HOLDRS on the NYSE Arca may be halted if (i) the number of Biotech HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Biotech HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca.  If trading is halted in Biotech HOLDRS, you will not be able to trade Biotech HOLDRS and you will only be able to trade the underlying securities if you cancel your Biotech HOLDRS and receive each of the underlying securities.

· Delisting from the NYSE Arca.  The NYSE Arca may consider delisting the Biotech HOLDRS if (i) the number of Biotech HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Biotech HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca.  If the Biotech HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Biotech HOLDRS are listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Biotech 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 Biotech HOLDRS and may face possible conflicts of interest as Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may provide investment banking or other services for issuers of the underlying securities in connection with its business.

· Delays in distributions.  The depositary trust agreement provides that the trustee will use its reasonable efforts to distribute any cash or other distributions paid in respect of the underlying securities to you as soon as practicable after receipt of such distribution.  However, you may receive such cash or other distributions later than you would if you owned the underlying securities outside of the Biotech

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HOLDRS.  In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary.

Risk Factors Specific to the Biotechnology Industry

·   The stock prices of companies involved in the biotechnology industry have been and will likely continue to be extremely volatile, which will directly affect the price volatility of the Biotech HOLDRS, and you could lose a substantial part of your investment.  The trading prices of the stocks of biotechnology companies have been extremely volatile.  These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:

§   general market fluctuations;

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

§   announcements of technological innovations by competitors of the companies included in the Biotech HOLDRS;

§   changes in financial estimates by securities analysts;

§   changes in the market valuations of biotechnology companies;

§   legal or regulatory developments affecting companies included in the Biotech HOLDRS or in the biotechnology industry;

§   announcements by biotechnology companies or their competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

§   additions or departures of key personnel;

§   sales of biotechnology companies’ securities in the open market; and

§   difficulty in obtaining additional financing.

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

As a result of fluctuations in the trading prices of the companies included in the Biotech HOLDRS, the trading price of Biotech HOLDRS has fluctuated significantly.  The initial offering price of a Biotech HOLDR, on November 22, 1999, was $109.18 and during 2008, the price of a Biotech HOLDR reached a high of $201.41 and a low of $140.63.

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· Biotechnology companies face uncertainty with respect to pricing and third party reimbursement.  Biotechnology companies will continue to be affected by the efforts of governments and third party payors, such as government health organizations, private health insurers and health maintenance organizations, to contain or reduce health care costs.  Also, an emphasis on managed health care in the United States will continue to put pressure on the pricing of the products and technologies of biotechnology companies.  The announcement or adoption of such proposals could have a material adverse affect on a biotechnology companies’ business and financial condition.  Further, the sales of the products of many biotechnology companies are often dependent, in part, on the availability of reimbursement from third party payors.  Third party payors are increasingly challenging the prices charged for health care products and technologies and denying or limiting coverage for new products.  Even if a biotechnology company can bring a product or technology to market, there can be no assurance that these products or technologies will be considered cost-effective by third party payors and that sufficient reimbursement will be available to consumers to allow for the sale of the products and services on a profitable basis.

· Protection of patent and proprietary rights of biotechnology companies is difficult and costly.  The success of many biotechnology companies is highly dependent on a biotechnology company’s ability to obtain patents on current and future products and technologies, to defend its existing patents and trade secrets and operate in a manner that does not infringe on the proprietary rights of other biotechnology companies.  Patent disputes are frequent and can preclude the successful commercial introduction of products and technologies.  As a result, there is significant litigation in the biotechnology industry regarding patent and other intellectual property rights.  Litigation is costly and could subject a biotechnology company to significant liabilities to third parties.  In addition, a biotechnology company could be forced to obtain costly third-party licenses or cease using the technology or product in dispute.

· Biotechnology companies are subject to extensive government regulation.  Products and technologies offered by biotechnology companies are subject to extensive regulation.  Products will require extensive pre-clinical testing, clinical trials, other testing, government review and final approval before any marketing of the product will be permitted.  This procedure could take a number of years and involves the expenditure of substantial resources.  The success of a biotechnology company’s products will depend, in part, upon obtaining and maintaining regulatory approval to market products and, once approved, complying with the continued review by regulatory agencies.  The failure to obtain necessary government approvals, the restriction of existing approvals, loss of or changes to previously obtained approvals or the failure to comply with regulatory requirements could result in fines, unanticipated expenditures, product delays, non-approval or recall, interruption of production and even criminal prosecution.  Even if regulatory approval is granted for a product, the approval may be limited to only specific applications for which the product or technology is useful, as demonstrated through clinical trials.

· Biotechnology companies must keep pace with rapid technological change to remain competitive.  The biotechnology industry is highly competitive and is subject to rapid and significant technological change.  Biotechnology companies will face continued competition as new products enter the market and advanced technologies become available.  The success of a biotechnology company will depend on its ability to develop products and technologies that are at least as clinically effective or cost-effective than its competitors’ products and technologies or that would render its competitors’ products and technologies obsolete or uncompetitive.

· Results of research and development of new products and technologies are unpredictable.  Successful product or technology development in the biotechnology industry is uncertain and only a small number of research and development programs will result in the marketing and sale of a new product or technology.  Many products and technologies that appear promising may fail to reach the market for many reasons, including results indicating lack of effectiveness or harmful side effects in clinical or pre-clinical testing, failure to receive necessary regulatory approvals, uneconomical manufacturing costs or competing proprietary rights.  In addition, there is no certainty that any product or technology in development will achieve market acceptance from the medical community, third party payors or individual users.

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· Biotechnology companies may be exposed to extensive product liability costs.  The testing, manufacturing, marketing and sale of many of the products and technologies developed by biotechnology companies inherently expose biotechnology companies to potential product liability risks.  Many biotechnology companies obtain limited product liability insurance.  Furthermore, there can be no assurance that a biotechnology company will be able to maintain its product liability insurance, that it will continue to be able to obtain adequate product liability insurance on reasonable terms or that any product liability insurance obtained will provide adequate coverage against potential liabilities.

· Biotechnology companies face challenges gaining governmental and consumer acceptance of genetically altered products.  Biotechnology companies may be involved in the development of genetically engineered agricultural and food products.  The commercial success of these products will depend, in part, on governmental and public acceptance of their cultivation, distribution and consumption.  Public attitudes may be influenced by the media and by opponents who claim that genetically engineered products are unsafe for consumption, pose unknown health risks, risks to the environment or to social or economic practices.  Biotechnology companies may continue to have to expend significant resources to foster governmental and consumer acceptance of genetically engineered agricultural and food products.  The success of any genetically engineered agricultural and food products may be delayed or impaired in certain geographical areas due to the existing or future regulatory, legislative or public acceptance issues.  Other companies representing underlying securities of the Biotech HOLDRS may become involved in the development of genetically engineered agricultural and food products.

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

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

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· Potential voting impediments may exist with respect to the ownership of some of the underlying securities included in the Biotech HOLDRS.  Holders of American depositary shares, including those that may, from time to time, be included in the Biotech 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.

· Companies whose securities are included in the Biotech 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 Biotech HOLDRS.  Companies whose securities are included in Biotech HOLDRS may need to raise additional capital in order to fund the continued development and marketing of their products or to fund strategic acquisitions or investments.  Their ability to obtain additional financing will depend on a number of factors, including market conditions, operating performance and investor interest.  These factors may make the timing, amount, terms and conditions of any financing unattractive.  If adequate funds are not available or are not available on acceptable terms, companies whose securities are included in the Biotech HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, delay their introduction of new products and services, or, in certain circumstances, suspend or terminate their operations.  Any of these actions may reduce the market price of stocks in the biotechnology industry.

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HIGHLIGHTS OF BIOTECH HOLDRS

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

Issuer	Biotech HOLDRS Trust.
The trust	The Biotech HOLDRS Trust was formed under the depositary trust agreement, dated as of November 18, 1999, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Biotech HOLDRS. The depositary trust agreement was amended on November 22, 2000.  The trust is not a registered investment company under the Investment Company Act of 1940.
Initial depositor	Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Trustee	The Bank of New York Mellon, a New York state-chartered banking organization, is the trustee and receives compensation as set forth in the depositary trust agreement.  The trustee is responsible for receiving deposits of underlying securities and delivering Biotech HOLDRS representing the underlying securities issued by the trust.  The trustee holds the underlying securities on behalf of the holders of Biotech HOLDRS.
Purpose of Biotech HOLDRS	Biotech HOLDRS are designed to achieve the following: Diversification.  Biotech HOLDRS are designed to allow you to diversify your investment in the biotechnology industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. Flexibility.  The beneficial owners of Biotech HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Biotech HOLDRS, and can cancel their Biotech HOLDRS to receive each of the underlying securities represented by the Biotech HOLDRS. Transaction costs.  The expenses associated with buying and selling Biotech 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 securities traded on U.S. stock markets that, when initially selected, were issued by companies involved in the biotechnology industry.  Except when a reconstitution event, distribution of securities by an underlying issuer or other event occurs, the group of companies will not change.  Reconstitution events are described in this prospectus under the heading “Description of the Depositary Trust Agreement¾Distributions” and “¾Reconstitution Events.” The trust’s assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust.

The Biotech HOLDRS  The trust has issued, and may continue to issue, Biotech HOLDRS that represent an undivided beneficial ownership interest in the shares of U.S.-

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traded securities that are held by the trust on your behalf.  The Biotech HOLDRS are separate from the underlying securities that are represented by Biotech HOLDRS.

The following chart provides:

· the names of the issuers of the underlying securities currently represented by the Biotech HOLDRS;

· the stock ticker symbols;

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

· the principal U.S. market on which the underlying securities are traded.

Name of Company(1)	Ticker	Share Amounts	Primary U.S. Trading Market
Affymetrix, Inc.	AFFX	4.0000	NASDAQ
Alkermes, Inc.	ALKS	4.0000	NASDAQ
Amgen Inc.	AMGN	64.4800	NASDAQ
Biogen IDEC Inc.	BIIB	26.9500	NASDAQ
Celera Corporation	CRA	4.0000	NASDAQ
Enzon Pharmaceuticals, Inc.	ENZN	3.0000	NASDAQ
Genentech, Inc.	DNA	88.0000	NYSE
Genzyme Corporation	GENZ	14.0000	NASDAQ
Gilead Sciences, Inc.	GILD	64.0000	NASDAQ
Human Genome Sciences, Inc.	HGSI	8.0000	NASDAQ
Life Technologies Corporation	LIFE	8.1774	NASDAQ
QLT Inc.	QLTI	5.0000	NASDAQ
Sepracor Inc.	SEPR	6.0000	NASDAQ
Shire plc (2)	SHPGY	6.8271	NASDAQ
(1) Effective November 21, 2008, due to the merger of Applied Biosystems Inc. and Invitrogen Corporation, LIFE  Technologies Corporation replaced Applied Biosystems Inc. as an underlying security of Biotech HOLDRS.  For each share of Applied Biosystems Inc., holders received 0.4543 shares of Life Technologies Corporation and $18.15 in cash. For the 18 shares of Applied Biosystems Inc. per 100 share round lot of Biotech HOLDRS, The Bank of New York Mellon received 8.1774 shares of Life Technologies Corporation and $326.69. The Bank of New York Mellon distributed cash at a rate of $3.27 less Custody Fees of $0.03 per depositary share of Biotech HOLDRS. The record date for the distribution was December 5, 2008 and the payable date was December 9, 2008.  As a result, effective December 2, 2008, creations/cancellations per 100 share round-lot of Biotech HOLDRS require 8.1774 shares of Life Technologies Corporation.  Additionally, creations / cancellations from December 2, 2008 through December 5, 2008 inclusive required $326.69 per 100 share round-lot of Biotech HOLDRS. (2) Effective October 1, 2008, Shire Limited, an underlying constituent of the Biotech HOLDRS Trust, changed its name to Shire plc. The ticker and CUSIP will remain the same.

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	The companies whose securities were included in the Biotech HOLDRS at the time Biotech HOLDRS were originally issued were generally considered to be among the 20 largest and most liquid companies with U.S.-traded securities involved in the biotechnology industry, as measured by market capitalization and trading volume on October 27, 1999.  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, Biotech HOLDRS in a round-lot of 100 Biotech HOLDRS and round-lot multiples.  The trust will only issue Biotech HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Biotech HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Biotech HOLDRS, the trust may require a minimum of more than one round-lot of 100 Biotech HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Biotech HOLDRS.
	The number of outstanding Biotech 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 Biotech HOLDRS on a continuous basis when an investor deposits the required securities with the trustee.
Purchases	You may acquire Biotech HOLDRS in two ways:

· through an in-kind deposit of the required number 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 Biotech HOLDRS by delivering to the trust the requisite securities represented by a round-lot of 100 Biotech 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 Biotech HOLDRS.  If you wish to cancel your Biotech 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 Biotech HOLDRS.
Commissions	If you choose to deposit underlying securities in order to receive Biotech HOLDRS, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker in addition to the issuance fee charged by the trustee described above.
Custody fees	The Bank of New York Mellon, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Biotech HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trust.  With respect to the aggregate custody fee payable in any calendar year for each Biotech HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.
Rights relating to Biotech 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 Biotech

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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 Biotech HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell the fractional share in the market and the trust, in turn, will deliver cash in lieu of such fractional share.  Except with respect to the right to vote for dissolution of the trust, the Biotech HOLDRS themselves will not have voting rights.

Rights relating to the underlying securities

Biotech HOLDRS represents your beneficial ownership of the underlying securities.  Owners of Biotech HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially outside of Biotech HOLDRS.  These include the right to instruct the trustee to vote the underlying securities or you may attend shareholder meetings yourself, the right to receive any dividends and other distributions on the underlying securities that are declared and paid to the trustee by an issuer of an underlying security, the right to pledge Biotech HOLDRS and the right to surrender Biotech HOLDRS to receive the underlying securities.  Biotech 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 Biotech HOLDRS.  However, due to the nature of Biotech HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Biotech HOLDRS (and pay the applicable fees) and receive all of the underlying securities. A holder of Biotech HOLDRS is not a registered owner of the underlying securities.  In order to become a registered owner, a holder of Biotech HOLDRS would need to surrender their Biotech 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 Biotech HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Biotech 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

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	become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System or the distributed securities have a Standard & Poor’s GICS sector classification that is different from the GICS sectors classifications represented in the Biotech HOLDRS at the time of the distribution.  In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights may be distributed to you, may be disposed of for your benefit or may lapse. There may be a delay between the time any cash or other distribution is received by the trustee with respect to the underlying securities and the time such cash or other distributions are distributed to you.  In addition, you are not entitled to any interest on any distribution by reason of any delay in distribution by the trustee.  If any tax or other governmental charge becomes due with respect to Biotech 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 Biotech HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Biotech HOLDRS.  For specific information about obtaining your underlying securities, you should read the discussion under the caption “Description of the Depositary Trust Agreement¾Withdrawal of underlying securities.”
Ownership rights in fractional shares in the underlying securities	As a result of distributions of securities by companies included in the Biotech HOLDRS or other corporate events, such as mergers, a Biotech 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 Biotech 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 Biotech HOLDRS are outstanding and each round-lots of 100 Biotech HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Biotech HOLDRS.  If holders of 50,000 round-lots of 100 Biotech HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Biotech 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 Biotech HOLDRS to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of securities

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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 Biotech HOLDRS.

B.    If the Securities and Exchange Commission (the “SEC”) finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Biotech HOLDRS.

C.    If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation or other corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company or the securities received in exchange for the securities of the underlying issuer whose securities cease to be outstanding to the beneficial owners of Biotech HOLDRS only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Biotech HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System.  In any other case, the additional securities received will be deposited into the trust.

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

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

In addition, securities of a new company will be added to the Biotech HOLDRS, as a result of a distribution of securities by an underlying issuer, where a corporate event occurs, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a Standard & Poor’s GICS sector classification that is different from the GICS sector classification of any other security then included in the Biotech HOLDRS or are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System.

It is anticipated, as a result of the broadly defined Standard & Poor’s GICS sectors, that most distributions or exchanges of securities will result in the inclusion of new securities in Biotech HOLDRS.  The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities included in the Biotech HOLDRS will be distributed from the Biotech HOLDRS to you.

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Standard & Poor’s sector classifications	Standard & Poor’s Corporation is an independent source of market information that, among other things, maintains the Global Industry Classification Standard, which classifies the securities of public companies into various sector classifications based upon GICS sectors, which are derived from its own criteria.  The GICS classification standards were exclusively effective as of January 2, 2002.  There are 10 Standard & Poor’s GICS sectors and each class of publicly traded securities of a company are given only one GICS sector classification.  The securities included in the Biotech HOLDRS are currently represented in the Health Care GICS sector.  The Standard & Poor’s GICS sector classifications of the securities included in the Biotech HOLDRS may change over time if the companies that issued these securities change their focus of operations or if Standard & Poor’s alters the criteria it uses to determine GICS sectors, or both.
Termination events	A.   The Biotech HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Biotech 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 beneficial owners of outstanding Biotech HOLDRS vote to dissolve and liquidate the trust.
	If a termination event occurs, the trustee will distribute the underlying securities as promptly as practicable after the termination event. Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Biotech HOLDRS surrendered, along with any taxes or other governmental charges, if any.
U.S. federal income tax consequences	The U.S. federal income tax laws will treat a U.S. holder of Biotech HOLDRS as directly owning the underlying securities.  The Biotech 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.
Listing	The Biotech HOLDRS are listed on the NYSE Arca under the symbol “BBH.”
Trading	Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Biotech HOLDRS.  Bid and ask prices, however, are quoted per single Biotech HOLDR.
Clearance and settlement	Biotech HOLDRS have been issued in book-entry form.  Biotech 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 Biotech HOLDRS.”

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THE TRUST

General.  This discussion highlights information about the Biotech HOLDRS Trust.  You should read this information, information about the depositary trust agreement, as well as the depositary trust agreement and the amendment to the depositary trust agreement, before you purchase Biotech HOLDRS.  The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”

The Biotech HOLDRS Trust.  The trust was formed pursuant to the depositary trust agreement, dated as of November 18, 1999.  The depositary trust agreement was amended on November 22, 2000.  The Bank of New York Mellon is the trustee.  The Biotech HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.

The Biotech HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Biotech 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, 2039 or earlier if a termination event occurs.

DESCRIPTION OF BIOTECH HOLDRS

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

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

Biotech 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 Biotech HOLDRS¾The Biotech HOLDRS.”

Beneficial owners of Biotech 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, and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to cancel Biotech HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement.” Biotech HOLDRS are not intended to change your beneficial ownership in the underlying securities under federal securities laws, including sections 13(d) and 16(a) of the Exchange Act.

The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt.  Biotech 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 Biotech HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Biotech HOLDRS.  Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement¾ Withdrawal of underlying securities.”

Biotech 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.  Biotech HOLDRS are available only in book-entry form.  Owners of Biotech HOLDRS may hold their Biotech HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.

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DESCRIPTION OF THE UNDERLYING SECURITIES

Selection criteria.  The underlying securities initially included in the Biotech HOLDRS were the common stocks or American depositary shares of a group of specified companies that, at the time of initial selection, were involved in various segments of the biotechnology industry and whose securities are registered under section 12 of the Exchange Act.  The issuers of the underlying securities were, as of the time of initial selection, among the largest capitalized and most liquid companies involved in the biotechnology industry as measured by market capitalization and trading volume.

As a result of a reconstitution event, a distribution of securities by an underlying issuer or other event, the Biotech HOLDRS may no longer consist exclusively of securities issued by companies involved in the biotechnology industry.

Underlying securities.  For a list of the underlying securities represented by Biotech HOLDRS, please refer to “Highlights of Biotech HOLDRS¾The Biotech 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 Biotech 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.”

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The following table and graph set forth the composite performance of all of the 14 underlying securities currently represented by a single Biotech HOLDR, measured at the close of the business day on July 20, 1999, and thereafter as of the end of each month to February 27, 2009.  The performance table and graph data are adjusted for any splits that may have occurred over the measurement period. Past performance of the underlying securities are not necessarily indicative of future values.

1999	Closing Price		2000	Closing Price		2001	Closing Price		2002	Closing Price
July 20		58.42	January 31		117.14	January 31		120.69	January 31		100.65
July 30		62.91	February 29		152.38	February 28		116.99	February 28		99.64
August 31		70.11	March 31		113.85	March 30		97.22	March 28		101.00
September 30		65.57	April 28		98.70	April 30		107.66	April 30		84.44
October 29		65.85	May 31		99.97	May 31		114.34	May 31		77.26
November 30		74.16	June 30		133.92	June 29		115.47	June 28		67.47
December 31		104.52	July 31		123.84	July 31		104.63	July 31		72.23
			August 31		147.49	August 31		108.16	August 30		69.81
			September 29		144.56	September 28		96.22	September 30		67.48
			October 31		129.27	October 31		106.36	October 31		73.65
			November 30		120.53	November 30		118.52	November 29		71.64
			December 29		129.70	December 31		110.22	December 31		70.61
2003	Closing Price		2004	Closing Price		2005	Closing Price		2006	Closing Price
January 31		74.07	January 30		123.61	January 31		131.83	January 31		178.01
February 28		74.51	February 27		131.18	February 28		124.15	February 28		180.49
March 31		80.17	March 31		127.59	March 31		128.96	March 31		176.43
April 30		85.42	April 30		134.94	April 29		142.77	April 28		165.52
May 30		103.16	May 28		133.30	May 31		156.10	May 31		168.36
June 30		105.79	June 30		131.61	June 30		155.42	June 30		166.89
July 31		116.79	July 30		123.99	July 29		179.35	July 31		168.92
August 29		113.61	August 31		126.56	August 31		183.23	August 31		170.36
September 30		110.92	September 30		130.30	September 30		175.56	September 29		174.87
October 31		110.57	October 29		122.22	October 31		177.27	October 31		179.86
November 28		110.64	November 30		127.61	November 30		187.47	November 30		175.57
December 31		117.85	December 31		139.79	December 30		183.99	December 29		172.01
2007	Closing Price		2008	Closing Price		2009	Closing Price
January 31		179.24	January 31		160.09	January 30		169.46
February 28		173.38	February 29		163.41	February 27		163.29
March 30		166.69	March 31		169.73
April 30		174.15	April 30		157.66
May 31		170.52	May 30		163.67
June 29		164.43	June 30		166.14
July 31		160.85	July 31		198.85
August 31		161.05	August 29		196.53
September 28		171.57	September 30		180.14
October 31		177.06	October 31		170.00
November 30		176.75	November 28		159.07
December 31		157.80	December 31		172.13

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DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT

General.  The depositary trust agreement, dated as of November 18, 1999, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Biotech HOLDRS, provides that Biotech HOLDRS will represent an owner’s undivided beneficial ownership interest in the securities of the underlying companies.  The depositary trust agreement was amended on November 22, 2000 to modify the reconstitution events, as described below.

The trustee.  The Bank of New York Mellon serves as trustee for Biotech 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 Biotech HOLDRS.  You may create and cancel Biotech HOLDRS only in round-lots of 100 Biotech HOLDRS.  You may create Biotech HOLDRS by delivering to the trustee the requisite underlying securities.  The trust will only issue Biotech HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Biotech HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Biotech HOLDRS, the trust may require a minimum of more than one round-lot of 100 Biotech HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Biotech HOLDRS.  Similarly, you must surrender Biotech HOLDRS in integral multiples of 100 Biotech 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 Biotech 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 Biotech HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Biotech 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 Biotech HOLDRS unless such securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System or such securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities in the Biotech HOLDRS at the time of the distribution of such securities.  In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights will be distributed to you through the trustee, if practicable, and if the rights and the securities that those rights relate to are exempt from registration or are registered under the Securities Act of 1933, as amended (the “Securities Act”).  Otherwise, if practicable, the rights will be disposed of and the net proceeds distributed to you by the trustee.  In all other cases, the rights will lapse.

You will be obligated to pay any tax or other charge that may become due with respect to Biotech 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 Biotech 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 Biotech HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.

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

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

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Withdrawal of underlying securities.  You may surrender your Biotech 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 Biotech 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 Biotech HOLDRS.

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

Reconstitution events.  The depositary trust agreement provides for the automatic distribution of underlying securities from Biotech 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 Biotech 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 Biotech 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 Biotech HOLDRS, only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Biotech HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. 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 or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date such securities are delisted.

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

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

It is anticipated, as a result of the broadly defined GICS sectors, that most distributions or exchanges of securities will result in the inclusion of new securities in the Biotech HOLDRS.  The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities included in the Biotech HOLDRS will be distributed from the Biotech HOLDRS to you.

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

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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 Biotech HOLDRS will surrender their Biotech 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 Biotech HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Biotech HOLDRS are delisted.  Finally, the trust will terminate if 75% of the owners of outstanding Biotech HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, vote to dissolve and liquidate the trust.

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

Amendment of the depositary trust agreement.  The trustee and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any provisions of the depositary trust agreement without the consent of any other depositor or any of the owners of the Biotech 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 Biotech 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 Biotech HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Biotech HOLDRS.

Issuance and cancellation fees.  If you wish to create Biotech HOLDRS by delivering to the trust the requisite underlying securities, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Biotech HOLDRS.  If you wish to cancel your Biotech 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 Biotech 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 Biotech 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 Biotech HOLDRS to be deducted from any dividend payments or other cash distributions on underlying securities received by the trustee.  With respect to the aggregate custody fee payable in any calendar year for each Biotech 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.

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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 Biotech 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 Biotech 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 Biotech 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 Biotech 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 Biotech 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 Biotech HOLDRS as part of a conversion transaction, straddle or hedging or other integrated transaction, certain former citizens and residents of the United States and persons subject to U.S. estate, gift or alternative minimum tax.  In addition, this discussion generally is limited to investors who will hold the Biotech 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 Biotech 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 Biotech HOLDRS

A U.S. receipt holder purchasing and owning Biotech HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Biotech HOLDRS.  Consequently, if there is a taxable cash distribution on an underlying security, a U.S. receipt holder will recognize

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income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the U.S. receipt holder receives the cash distribution from the trustee.

Qualified dividend income received in respect of Biotech HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates, which are currently scheduled to expire on December 31, 2010.  Qualified dividend income includes dividends received from domestic corporations and “qualified foreign corporations,” as such term is defined below under “Special considerations with respect to underlying securities of foreign issuers.”  In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder’s holding period with respect to an underlying security may be tolled for any period in which such U.S. receipt holder has diminished its risk of loss in respect of such security by, for example, entering into a hedging transaction.  Special rules apply to a U.S. receipt holder who leverages its investment in Biotech 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 Biotech 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 Biotech 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 Biotech 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 Biotech HOLDRS.  Similarly, with respect to sales of Biotech HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Biotech 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 Biotech 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 Biotech 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.

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

· a foreign corporation that is eligible for the benefits of a comprehensive U.S. income tax treaty, which the Secretary of the Treasury determines to be satisfactory and that includes an exchange of information program;

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

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

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

If a foreign issuer pays a dividend in a currency other than in U.S. dollars, the amount of the dividend for U.S. federal income tax purposes will be the U.S. dollar value (determined at the spot rate on the date of the payment) regardless of whether the payment is later converted into U.S. dollars.  In this case, the U.S. receipt holder may recognize ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars.

Subject to certain conditions and limitations, any foreign income tax withheld on dividends may be deducted from taxable income (provided the U.S. receipt holder does not elect to claim a credit for any foreign income taxes paid or accrued during that taxable year) or credited against a U.S. receipt holder’s U.S. federal income tax liability.  The limitation on foreign income taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income.  For this purpose, dividends distributed by a foreign issuer generally will constitute “passive category income.”  For purposes of the U.S. foreign tax credit limitation, dividends received by a U.S. receipt holder with respect to an underlying security of a foreign issuer generally will be treated as foreign-source income while any gain or loss recognized from the sale of such security generally will be treated as from sources within the United States.  Accordingly, if any foreign income taxes are withheld upon the sale of an underlying security of a foreign issuer, the availability of foreign tax credits with respect to such taxes may be limited unless the U.S. receipt holder has other foreign-source income.  The rules relating to the determination of the foreign tax credit are complex and we recommend that U.S. receipt holders consult their own tax advisors to determine whether and to what extent a credit would be available.

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

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Furthermore, special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC.  At the time the Biotech HOLDRS were originally issued, the Initial Depositor was not aware that any of the foreign issuers of the underlying securities was a PFIC.  The Initial Depositor and the trustee do not undertake to review, periodically or otherwise, or make inquiries regarding the PFIC status of the underlying issuers (including QLT Inc.) 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.  In a recent filing with the SEC, QLT Inc. disclosed that it may have been a PFIC during the 2008 taxable year and may be a PFIC in subsequent taxable years (see the discussion of QLT Inc. below).

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 Biotech HOLDRS or of the underlying securities or upon the receipt of “excess distributions.”  These adverse effects can be avoided by a U.S. receipt holder that makes a mark-to-market or qualified electing fund (“QEF”) election with respect to the underlying securities.

If an underlying issuer were a PFIC, a U.S. receipt holder may make a mark-to-market election with respect to the underlying securities of the issuer if such securities constitute “marketable stock” as defined in the Treasury Regulations.  The underlying securities will be “marketable stock” if they are “regularly traded” on a “qualified exchange or other market.”  If a mark-to-market election is made, a U.S. receipt holder would take into account each year the appreciation or depreciation in value of the underlying securities as if such securities were sold at fair market value at the end of the year.  Such appreciation or depreciation generally would be treated as ordinary income or ordinary loss (but only to the extent of prior ordinary income inclusions pursuant to the mark-to-market election), as would gains or losses on actual dispositions of the underlying securities.

A U.S. receipt holder also may make a QEF election with regard to the underlying securities provided that it receives an annual information statement from the underlying issuer setting forth the ordinary earnings and net capital gains for the year.  If a U.S. receipt holder properly makes a timely QEF election with respect to an underlying issuer, the electing U.S. receipt holder will be required in each taxable year to include in gross income (i) as ordinary income, such U.S. receipt holder’s pro rata share of the issuer’s ordinary earnings and (ii) as long term capital gain, such U.S. receipt holder’s pro rata share of the issuer’s net capital gain, whether or not distributed.  A U.S. receipt holder will not be eligible for the dividends-received deduction in respect of such income or gain.  In addition, any losses sustained by the underlying issuer in a taxable year will not be available to such U.S. receipt holder and may not be carried back or forward in computing the underlying issuer’s ordinary earnings and net capital gain in other taxable years.  In certain cases in which a QEF does not distribute all of its earnings in a taxable year, the electing U.S. receipt holder may also be permitted to elect to defer payment of some or all of the taxes on the QEF's income, subject to a non-deductible interest charge on the deferred amount.  Absent this deferral election, U.S. receipt holders may owe tax on “phantom” income.  In order to make a QEF election, a U.S. receipt holder must attach IRS Form 8621 to its U.S. federal income tax return for the first year in which such U.S. receipt holder wishes the election to apply or file a protective statement, within the meaning of the applicable Treasury Regulations, to preserve such U.S. receipt holder’s ability to make a retroactive election.

Although QLT Inc. has indicated in its most recent filing that it will provide the information necessary for a U.S. receipt holder to make a QEF election, we cannot guarantee that QLT Inc. will continue to provide this information or that any other underlying issuer that is treated as a PFIC will provide such information.  We recommend that U.S. receipt holders consult their independent tax advisors regarding the application of the PFIC rules to their purchase, ownership and disposition of the Biotech HOLDRS, including the advisability and feasibility of making any elections thereunder.

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

Non-U.S. receipt holders

A non-U.S. receipt holder generally will be subject to U.S. withholding tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty with respect to dividends received on underlying securities of U.S. issuers.  A non-U.S. receipt holder who wishes to claim a reduction in withholding under the benefit of an applicable tax treaty must comply with certification requirements.  However, if that income is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder, then those dividends will be exempt from withholding tax, provided the non-U.S. receipt holder complies with applicable certification requirements.

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A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to dividends received on any underlying securities of a foreign issuer, unless that income is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder.

With respect to dividends of  U.S. and any foreign issuers, a non-U.S. receipt holder’s dividends that are effectively connected with a U.S. trade or business or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment generally will be subject to U.S. federal income taxation on a net income basis at the same graduated rates applicable to U.S. persons.  In addition to this graduated tax, effectively connected dividends or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment received by a corporate non-U.S. receipt holder may also be subject to a branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty.  Under some circumstances, a corporate non-U.S. receipt holder whose dividends are effectively connected or attributable to a U.S. permanent establishment may be entitled to a dividends-received deduction equal to 70% or 80% of the amount of the dividend.

A non-U.S. receipt holder that is eligible for a reduced rate of withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service (the “IRS”).

A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized upon the sale or other disposition of Biotech HOLDRS or of the underlying securities unless:

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

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

· the underlying securities issuer is or has been a U.S. real property holding corporation for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period during which the non-U.S. receipt holder held the common stock of such issuer and (a) the common stock is not considered to be “regularly traded on an established securities market” or (b) the non-U.S. receipt holder owned, actually or constructively, at any time during the shorter of the periods described above, more than 5% of the common stock of such issuer.  It is expected that the underlying securities are currently “regularly traded on an established securities market” although no assurances can be made that the securities will continue to be so traded.

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

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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 Biotech HOLDRS (or the underlying securities).  If you are a U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you are an exempt holder (such as a corporation or tax exempt entity) or provide your taxpayer identification number to the paying agent and comply with certain certification procedures.  If you are a non-U.S. receipt holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements.  However, payments of dividends to non-U.S. receipt holders will be reported to the IRS even if such payments are not otherwise subject to the information reporting requirements.

The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS on a timely basis.

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

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ERISA CONSIDERATIONS

Any plan fiduciary which proposes to have a plan acquire Biotech HOLDRS should consult with its counsel with respect to the potential applicability of the prohibited transaction provisions of ERISA and the Internal Revenue Code to this investment, and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied.  Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Biotech 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 Biotech HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Biotech HOLDRS.  The trust delivered the initial distribution of Biotech HOLDRS against deposit of the underlying securities in New York, New York on approximately February 11, 2001.

Investors who purchase Biotech 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 Biotech 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 Biotech 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 Biotech HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Biotech 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 Biotech HOLDRS.

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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 Biotech HOLDRS.  While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement.  You should consider reviewing the full text of those exhibits.

The registration statement is available over the Internet at the SEC’s Web site at http://www.sec.gov.  You also may read and copy the registration statement at the SEC’s public reference rooms in Washington, D.C.  Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges.  Merrill Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant to the Exchange Act.  The trust will file modified reports pursuant to the Exchange Act.

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

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

The trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates are not affiliated with the issuers of the underlying securities, and the issuers of the underlying securities have no obligations with respect to Biotech HOLDRS.  This prospectus relates only to Biotech 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 Biotech 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 Biotech HOLDRS have been publicly disclosed.

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ANNEX A

This annex forms an integral part of the prospectus.

The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 2004, 2005, 2006, 2007 and 2008, through February 27, 2009.  The primary foreign stock markets on which the securities of the foreign issuers included in the Biotech HOLDRS are listed are described below.  The historical prices of the underlying securities should not be taken as an indication of future performance.

AFFYMETRIX, INC. (AFFX)

Affymetrix, Inc. develops, manufactures and sells DNA chip and related technologies that acquire, analyze, and manage genetic information for use in the life sciences.  These technologies includes probe arrays, scanners, processing instruments and software.  The company also offers related microarray technology, which includes instrumentation, software, and licenses for fabricating, scanning, collecting, and analyzing results from low density microarrays.  Affymetrix markets and sells its products to pharmaceutical, biotechnology, agrochemical, diagnostic and consumer products companies, academic research centers, government research laboratories, private foundations and reference laboratories.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		31.23	January		41.16	January		38.18	January		24.95	January		20.06	January		3.18
February		33.99	February		42.73	February		35.51	February		25.73	February		19.18	February		2.13
March		33.77	March		42.81	March		32.93	March		30.07	March		17.41
April		30.59	April		46.11	April		28.65	April		26.27	April		10.91
May		29.58	May		53.49	May		27.51	May		25.98	May		12.06
June		32.73	June		53.92	June		25.60	June		24.89	June		10.29
July		27.01	July		46.69	July		21.57	July		24.38	July		7.88
August		27.80	August		49.49	August		21.31	August		22.66	August		8.58
September		30.71	September		46.23	September		21.56	September		25.37	September		7.74
October		30.50	October		45.39	October		25.50	October		25.46	October		3.69
November		33.95	November		49.24	November		25.30	November		20.85	November		2.74
December		36.55	December		47.75	December		23.06	December		23.14	December		2.99

A-1

ALKERMES, INC. (ALKS)

Alkermes, Inc. is a pharmaceutical company that develops drug delivery technologies.  Alkermes areas of focus include controlled, extended-release products.  Alkermes products primarily aid delivery of injectable drugs and drugs entering through the lungs.  Alkermes partners its proprietary delivery systems with other pharmaceutical companies, and also sells its products directly to its own customer base.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		14.91	January		12.67	January		24.34	January		14.92	January		13.32	January		11.47
February		14.24	February		11.68	February		25.41	February		16.40	February		12.94	February		10.08
March		15.99	March		10.38	March		22.05	March		15.44	March		11.88
April		15.34	April		11.25	April		21.47	April		16.43	April		12.43
May		14.40	May		11.60	May		19.82	May		16.06	May		12.67
June		13.60	June		13.22	June		18.92	June		14.60	June		12.36
July		10.79	July		15.50	July		17.16	July		14.24	July		15.75
August		10.66	August		18.78	August		16.35	August		16.85	August		13.37
September		11.54	September		16.80	September		15.85	September		18.40	September		13.30
October		12.37	October		16.29	October		16.80	October		16.20	October		9.88
November		13.79	November		18.18	November		15.18	November		14.26	November		7.38
December		14.09	December		19.12	December		13.37	December		15.59	December		10.65

AMGEN INC. (AMGN)

Amgen Inc. is a biotechnology company that discovers, develops, manufactures and markets human therapeutic products based on advanced cellular and molecular biology.  Amgen focuses its research and development efforts on human therapeutics delivered in the form of proteins, monoclonal antibodies and small molecule therapeutics, with particular emphasis on discovering treatments for cancer as well as inflammation, nephrology, neurology and metabolism disorders.  The company markets human therapeutic products in the areas of nephrology, supportive cancer care, and inflammatory disease.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		64.66	January		62.24	January		72.89	January		70.37	January		46.59	January		54.85
February		63.53	February		61.61	February		75.48	February		64.26	February		45.52	February		48.93
March		58.15	March		58.21	March		72.75	March		55.88	March		41.78
April		56.41	April		58.21	April		67.70	April		64.14	April		41.87
May		54.70	May		62.58	May		67.59	May		56.45	May		44.03
June		54.57	June		60.46	June		65.23	June		55.29	June		47.16
July		56.88	July		79.77	July		69.71	July		53.74	July		62.63
August		59.29	August		79.90	August		68.03	August		50.11	August		62.85
September		56.81	September		79.67	September		71.53	September		56.57	September		59.27
October		56.80	October		75.62	October		75.91	October		58.11	October		59.89
November		60.04	November		80.93	November		71.04	November		55.25	November		55.54
December		64.15	December		78.86	December		68.31	December		46.44	December		57.75

A-2

BIOGEN IDEC INC. (BIIB)

Biogen Idec Inc. engages in the development, manufacture, and commercialization of novel therapies primarily in the areas of oncology, neurology, and immunology in the United States and internationally.  Biogen Idec also licenses a number of other products covered by patents controlled by Biogen Idec.  Biogen Idec also devotes significant resources to other ongoing development efforts.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		42.98	January		64.96	January		44.75	January		48.34	January		60.95	January		48.65
February		55.45	February		38.65	February		47.25	February		45.19	February		58.36	February		46.04
March		55.60	March		34.51	March		47.10	March		44.38	March		61.69
April		59.00	April		36.24	April		44.85	April		47.21	April		60.69
May		62.15	May		39.10	May		46.63	May		52.22	May		62.75
June		63.25	June		34.45	June		46.32	June		53.50	June		55.89
July		60.00	July		39.29	July		42.05	July		56.54	July		69.76
August		59.33	August		42.14	August		44.20	August		63.82	August		50.93
September		61.17	September		39.48	September		44.68	September		66.33	September		50.29
October		58.16	October		40.63	October		47.60	October		74.44	October		42.55
November		58.68	November		42.81	November		52.26	November		74.12	November		42.31
December		66.61	December		45.28	December		49.19	December		56.92	December		47.63

A-3

CELERA CORPORATION (CRA)

           Celera Corporation delivers personalized disease management through a combination of products and services in the United States. The company operates in two segments, Lab Services and Products. Its Lab Services segment offers a portfolio of clinical laboratory tests and disease management services to help healthcare providers improve cardiovascular disease treatment regimens for patients. It focuses on improving the treatment of individuals who have had cardiovascular events or who have been diagnosed as having cardiovascular disease or lipid or metabolic disorders. This segment provides clinical laboratory testing services that characterize and monitor cardiovascular disease risk, personalized treatment recommendations, and ongoing therapeutic compliance education. The principal tests offered by this segment include LDL-S3GGE test that measures Low-density lipoprotein (LDL) size as a subclass distribution divided across seven regions and characterizes the amount of LDL distributed in these regions; HDL-S10GGE Test that measures high-density lipoprotein (HDL) size as a subclass distribution divided across five HDL regions and characterizes the amount of HDL distributed in these regions; Apolipoprotein E Genotypes Test for lipoprotein metabolism; and Kinesin-Like Protein 6 Test, which detects a variant in a gene called Kinesin-Like Protein 6. The company’s Products segment develops and manufactures molecular diagnostic products that facilitate disease detection, prediction of disease predisposition, monitoring of disease progression and disease severity, and determination of patient responsiveness to treatments. It has a strategic alliance with Abbott Laboratories to discover, develop, and commercialize molecular diagnostic products for disease detection, prediction of disease predisposition, disease progression monitoring, and therapy selection. The company was founded in 1998 and is based in Alameda, California.

The historical stock prices listed below reflect the performance of Celera Corporation tracking stock.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		15.22	January		13.27	January		11.76	January		15.86	January		15.32	January		8.44
February		14.50	February		11.11	February		11.49	February		13.87	February		13.86	February		6.43
March		14.51	March		10.25	March		11.69	March		14.20	March		14.70
April		11.79	April		9.20	April		11.99	April		14.00	April		13.38
May		11.23	May		9.92	May		11.20	May		13.35	May		12.88
June		11.51	June		10.97	June		12.95	June		12.40	June		11.36
July		11.74	July		12.34	July		13.50	July		12.02	July		13.65
August		10.77	August		11.74	August		13.92	August		13.17	August		14.00
September		11.69	September		12.13	September		13.92	September		14.06	September		15.45
October		12.82	October		11.88	October		15.52	October		16.31	October		11.31
November		14.08	November		12.42	November		14.35	November		15.12	November		9.74
December		13.75	December		10.96	December		13.99	December		15.87	December		11.13

A-4

ENZON PHARMACEUTICALS, INC. (ENZN)

           Enzon Pharmaceuticals, Inc., formerly known as Enzon, Inc., engages in the development, manufacture, and commercialization of pharmaceutical products for the treatment of cancer and various life-threatening diseases in the United States and Canada.  Enzon’s technologies are designed to improve the delivery, safety and effectiveness of proteins and small molecules, and to discover and produce antibody-like molecules that offer therapeutic benefits.  Enzon’s technologies are used in products to treat an enzyme deficiency disease, leukemia, and hepatitis C.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2006	Closing Price		2007	Closing Price
January		13.35	January		12.90	January		7.28	January		8.92	January		8.37	January		6.51
February		17.05	February		10.75	February		6.76	February		8.28	February		8.59	February		5.29
March		15.43	March		10.19	March		8.10	March		8.15	March		9.21
April		14.51	April		7.75	April		8.50	April		8.48	April		8.72
May		14.37	May		6.06	May		7.45	May		8.47	May		8.80
June		12.76	June		6.48	June		7.54	June		7.85	June		7.12
July		12.41	July		7.88	July		8.01	July		7.20	July		8.17
August		13.92	August		6.99	August		8.18	August		8.11	August		9.05
September		15.95	September		6.60	September		8.25	September		8.81	September		7.38
October		16.17	October		7.01	October		8.56	October		9.53	October		4.97
November		13.54	November		6.79	November		8.33	November		9.46	November		4.91
December		13.72	December		7.40	December		8.51	December		9.53	December		5.83

GENENTECH, INC. (DNA)

Genentech, Inc. is a biotechnology company that uses human genetic information to discover, develop, manufacture and market biotherapeutic products, primarily in the United States.  Genentech focuses on pharmaceuticals for cancer, respiratory disorders, cardiovascular disorders, endocrine disorders, inflammatory and immune disorders, and Genentech’s products are used for, among other things, the treatment of certain forms of breast cancer, lymphoma, heart attacks and growth hormone deficiency.  Genentech markets biotechnology products on its own and through licensing agreements.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		47.75	January		47.71	January		85.92	January		87.37	January		70.16	January		81.24
February		53.95	February		47.20	February		85.69	February		84.41	February		75.75	February		85.55
March		52.91	March		56.61	March		84.51	March		82.12	March		81.18
April		61.40	April		70.94	April		79.71	April		79.99	April		68.20
May		59.81	May		79.25	May		82.96	May		79.77	May		70.87
June		56.20	June		80.28	June		81.80	June		75.66	June		75.90
July		48.68	July		89.45	July		80.82	July		74.38	July		95.25
August		48.78	August		93.94	August		82.52	August		74.81	August		98.75
September		52.42	September		84.21	September		82.70	September		78.02	September		88.68
October		45.53	October		90.60	October		83.30	October		74.13	October		82.94
November		48.25	November		95.62	November		81.75	November		76.25	November		76.60
December		54.44	December		92.50	December		81.13	December		67.07	December		82.91

A-5

GENZYME CORPORATION (GENZ)

Genzyme Corporation operates as a biotechnology company. Its products and services focuses on rare genetic disorders, renal disease, kidney disease, cancer, orthopaedics, organ transplant, and diagnostic and predictive testing. The company operates in five segments: Renal, Therapeutics, Transplant, Biosurgery, and Diagnostics/Genetics.  Genzyme also develops and markets biological products and devices for the treatment of cancer, cartilage damage and severe burns.  Genzyme markets many of its products directly to physicians, hospitals and treatment centers around the world through its own sales force.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		54.78	January		58.21	January		70.94	January		65.73	January		78.13	January		68.92
February		50.45	February		56.09	February		69.34	February		61.80	February		70.92	February		60.93
March		46.78	March		57.24	March		67.22	March		60.02	March		74.54
April		43.50	April		58.52	April		61.16	April		65.31	April		70.35
May		43.85	May		62.39	May		59.50	May		64.48	May		68.46
June		47.33	June		60.09	June		61.05	June		64.40	June		71.88
July		51.35	July		74.41	July		68.38	July		63.07	July		76.65
August		54.00	August		71.17	August		66.23	August		62.41	August		78.30
September		54.41	September		71.64	September		67.47	September		61.96	September		80.89
October		52.47	October		72.30	October		67.51	October		75.97	October		72.88
November		56.01	November		74.32	November		64.46	November		74.93	November		64.02
December		58.07	December		70.78	December		61.58	December		74.44	December		66.37

GILEAD SCIENCES, INC. (GILD)

Gilead Sciences, Inc., a biopharmaceutical company, engages in the discovery, development, and commercialization of therapeutics for the treatment of life-threatening infectious diseases.  Gilead Sciences markets its products in North America, Europe, and Australia. It focuses its research and clinical programs on anti-infectives., all of which are also marketed worldwide.  Gilead also develops drug delivery technologies designed to make drugs easier for patients to tolerate and increase effectiveness.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		13.70	January		16.55	January		30.44	January		32.16	January		45.69	January		50.77
February		13.57	February		17.28	February		31.14	February		35.78	February		47.32	February		44.80
March		13.86	March		17.90	March		31.11	March		38.33	March		51.53
April		15.24	April		18.56	April		28.75	April		40.86	April		51.76
May		16.33	May		20.40	May		28.67	May		41.39	May		55.32
June		16.75	June		22.00	June		29.58	June		38.80	June		52.95
July		16.16	July		22.41	July		30.76	July		37.23	July		53.98
August		17.28	August		21.50	August		31.70	August		36.37	August		52.68
September		18.69	September		24.38	September		34.39	September		40.87	September		45.63
October		17.32	October		23.63	October		34.45	October		46.19	October		45.85
November		17.23	November		25.35	November		32.98	November		46.54	November		44.79
December		17.50	December		26.29	December		32.47	December		46.01	December		51.14

A-6

HUMAN GENOME SCIENCES, INC. (HGSI)

Human Genome Sciences, Inc. operates as a biopharmaceutical company with a pipeline of novel protein and antibody drugs.  Human Genome Sciences focuses its internal product development efforts on new human protein and antibody drugs discovered through genomics-based research, and on new long-acting versions of existing protein drugs created using its albumin fusion technology. Human Genome Sciences uses collaborations for the development of additional protein and antibody drugs, gene therapy products, small molecule drugs and diagnostic products discovered using its genomics-based technology.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		13.81	January		11.95	January		11.00	January		11.78	January		5.58	January		1.81
February		12.74	February		11.16	February		12.52	February		11.00	February		5.91	February		1.89
March		12.53	March		9.22	March		10.87	March		10.62	March		5.89
April		12.20	April		10.32	April		11.41	April		10.77	April		6.55
May		10.87	May		11.28	May		10.96	May		10.59	May		5.88
June		11.63	June		11.58	June		10.70	June		8.92	June		5.21
July		10.03	July		14.65	July		9.71	July		7.76	July		6.63
August		10.77	August		12.91	August		11.23	August		9.21	August		7.41
September		10.91	September		13.59	September		11.54	September		10.29	September		6.35
October		10.29	October		8.33	October		13.35	October		9.46	October		3.23
November		11.00	November		9.22	November		12.52	November		10.41	November		1.73
December		12.02	December		8.56	December		12.44	December		10.44	December		2.12

LIFE TECHNOLOGIES CORPORATION (LIFE)

Life Technologies Corporation operates as a global biotechnology tools company focused on improving the human condition. Its systems, consumables, and services enable researchers to accelerate scientific exploration, driving to discoveries and developments that make life even better. Life Technologies customers do their work across the biological spectrum, working to advance personalized medicine, regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century forensics. The company has a presence in approximately 100 countries, and possesses a growing intellectual property estate of approximately 3,600 patents and exclusive licenses. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems, Inc. The company is based in Carlsbad, California.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		38.50	January		34.36	January		34.44	January		30.63	January		42.84	January		25.46
February		37.00	February		34.98	February		35.47	February		31.63	February		42.25	February		29.15
March		35.85	March		34.60	March		35.07	March		31.83	March		42.74
April		36.18	April		36.64	April		33.01	April		32.74	April		46.79
May		34.73	May		39.67	May		31.87	May		36.22	May		45.96
June		36.00	June		41.65	June		33.04	June		36.88	June		39.26
July		26.24	July		42.89	July		30.90	July		35.90	July		44.35
August		24.75	August		42.37	August		30.43	August		38.95	August		42.46
September		27.50	September		37.62	September		31.71	September		40.87	September		37.80
October		28.95	October		31.80	October		29.01	October		45.44	October		28.79
November		30.25	November		33.33	November		27.51	November		48.51	November		26.10
December		33.57	December		33.32	December		28.3	December		46.71	December		23.31

A-7

QLT INC. (QLTI)

QLT Inc., a biopharmaceutical company, engages in the discovery, development, and commercialization of therapies in the fields of ophthalmology and dermatology primarily in the United States, Canada, and Europe. QLT has developed treatments for various cancers, eye diseases and dermatological conditions.  QLT also conducts research in the areas of immune and cardiovascular disorders.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		23.12	January		16.17	January		6.02	January		9.38	January		3.67	January		2.23
February		23.60	February		13.97	February		7.15	February		8.40	February		3.02	February		1.70
March		25.54	March		12.86	March		7.69	March		7.83	March		3.55
April		27.07	April		10.72	April		8.22	April		6.64	April		3.72
May		23.10	May		10.37	May		7.22	May		7.53	May		3.95
June		20.04	June		10.42	June		7.08	June		7.40	June		3.43
July		17.95	July		8.53	July		7.07	July		6.57	July		3.70
August		15.50	August		8.73	August		7.71	August		5.87	August		3.92
September		16.65	September		7.67	September		7.60	September		5.69	September		3.26
October		16.65	October		7.07	October		8.50	October		4.78	October		2.59
November		16.05	November		6.51	November		8.66	November		4.94	November		1.90
December		16.08	December		6.36	December		8.46	December		4.42	December		2.41

SEPRACOR INC. (SEPR)

Sepracor Inc. engages in the research, discovery, development, and commercialization of pharmaceutical products for the treatment of respiratory and central nervous system disorders in the United States and Canada.  It commercializes two proprietary products, LUNESTA eszopiclone for the treatment of insomnia in patients who experience difficulty falling asleep, as well as for the treatment of patients who have difficulty sleeping through the night, and XOPENEX levalbuterol Inhalation Solution, a short-acting bronchodilator, for the treatment or prevention of bronchospasm in patients with reversible obstructive airway disease, such as asthma.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		26.98	January		57.18	January		56.91	January		57.06	January		28.24	January		15.20
February		28.31	February		64.47	February		57.31	February		52.56	February		21.47	February		14.98
March		48.10	March		57.41	March		48.81	March		46.63	March		19.52
April		47.81	April		59.92	April		44.64	April		53.68	April		21.55
May		44.49	May		60.76	May		51.77	May		48.70	May		21.61
June		52.90	June		60.01	June		57.14	June		41.02	June		19.92
July		45.97	July		52.35	July		49.40	July		28.13	July		17.48
August		49.61	August		50.20	August		47.01	August		29.17	August		18.40
September		48.78	September		58.99	September		48.44	September		27.50	September		18.31
October		45.93	October		56.25	October		51.76	October		27.54	October		13.32
November		44.45	November		54.98	November		55.64	November		26.53	November		11.76
December		59.37	December		51.60	December		61.58	December		26.25	December		10.98

A-8

SHIRE PLC (SHPGY)

           Shire plc, together with its subsidiaries, engages in the research, development, manufacture, sale, and distribution of pharmaceutical products in the areas of attention deficit and hyperactivity disorder (ADHD), human genetic therapies, central nervous system, gastrointestinal, and renal diseases.  American depositary receipts evidencing American depositary shares of Shire plc shares are included in the Biotech HOLDRS and are traded through the Nasdaq National Market System.  Shares of Shire plc also trade on the London Stock Exchange.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		29.25	January		35.00	January		48.75	January		63.48	January		53.85	January		43.67
February		30.86	February		33.67	February		47.58	February		64.47	February		58.44	February		35.46
March		29.32	March		34.28	March		46.49	March		61.90	March		57.96
April		27.74	April		31.08	April		47.36	April		69.89	April		54.94
May		27.60	May		32.00	May		44.19	May		69.75	May		51.56
June		26.72	June		32.80	June		44.23	June		74.13	June		49.13
July		26.66	July		35.00	July		48.51	July		73.79	July		50.34
August		25.90	August		38.12	August		51.25	August		78.74	August		53.08
September		28.65	September		36.99	September		49.39	September		73.98	September		47.75
October		28.40	October		35.84	October		54.85	October		75.15	October		39.45
November		30.03	November		36.54	November		60.60	November		70.95	November		41.00
December		31.95	December		38.79	December		61.76	December		68.95	December		44.78

A-9

1,000,000,000 Depositary Receipts

Biotech HOLDRSSM Trust

PROSPECTUS

March 11, 2009

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Article XIV, Section 2 of the Restated Certificate of Incorporation of Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that, subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith Incorporated shall indemnify its directors and officers to the full extent authorized or permitted by law.

The directors and officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated are insured under policies of insurance maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the policies, against certain losses arising from any claim made against them by reason of being or having been such directors or officers.  In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all of its directors providing for indemnification of such persons by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or permitted by law, subject to certain limited exceptions.

Item 16.  Exhibits.

See Exhibit Index.

Item 17.  Undertakings.

The undersigned Registrant hereby undertakes:

A.           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 percent 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.

B.      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.

C.      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.

D.      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.

E.      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.

F.      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 15 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 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 11, 2009.

Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	*
Name:	Joseph F. Regan
Title:	First Vice President, Chief Financial
	Officer and Controller

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 9 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 11, 2009.

Signature		Title
*		Director and Executive Vice President
Daniel C. Sontag		(Principal Executive Officer)
*		First Vice President, Chief Financial Officer and Controller
Joseph F. Regan
*		Director and Executive Vice President
Thomas K. Montag
*		Director and Senior Vice President
Carlos M. Morales
*		Director and Senior Vice President
Candace E. Browning
*By:	/s/   Thomas W. Lee	Attorney-in-Fact
Thomas W. Lee

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INDEX TO EXHIBITS

Exhibits

*4.1 Standard Terms for Depositary Trust Agreements between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee dated as of September 2, 1999, and included as exhibits thereto, form of Depositary Trust Agreement and form of HOLDRS, filed on October 28, 1999 as an exhibit to Amendment No. 1 to the registration statement on Form S-1 for Biotech HOLDRS.

*4.2 Form of Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, dated as of November 22, 2000, filed on November 28, 2000 as an exhibit to post-effective Amendment No. 1 to the registration statement on Form S-1 for Biotech HOLDRS.

*4.3 Form of Amended and Restated Standard Terms for Depositary Trust Agreements, between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon.

*5.1 Opinion of Shearman & Sterling LLP regarding the validity of the Biotech HOLDRS, filed on October 28, 1999 as an exhibit to Amendment No. 1 to the registration statement on Form S-1 for Biotech HOLDRS.

*8.1 Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on October 28, 1999 as an exhibit to Amendment No. 1 to the registration statement on Form S-1 for Biotech HOLDRS.

*24.1 Power of Attorney (included in Part II of Registration Statement), filed on October 20, 1999 as an exhibit to the registration statement filed on Form S-1 for Biotech HOLDRS.

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

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

*24.4 Power of Attorney of James P. Gorman, Arshad R. Zakaria and Carlos M. Morales.

*24.5 Power of Attorney of Candace E. Browning, Gregory J. Fleming, Do Woo Kim and Joseph F. Regan.

*24.6 Power of Attorney of Robert J. McCann and Joseph F. Regan.

  24.7 Power of Attorney of Daniel C. Sontag.

  24.8 Power of Attorney of Thomas K. Montag.

________________

* Previously filed.

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