POS AM 1 ss113526_posam-wireless.htm POST-EFFECTIVE AMENDMENT NO. 10 TO FORM S-1
 
As filed with the Securities and Exchange Commission on March 15, 2011
Registration No. 333-43142


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
POST-EFFECTIVE AMENDMENT NO. 10
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 its charter)
 


Wireless HOLDRSSM Trust
[Issuer with respect to the receipts]
 
Delaware
6211
13-5674085
(State or other jurisdiction
of incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S.  Employer
Identification Number)


One Bryant Park
New York, New York 10036
(212) 449-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
 


    
 
 
 
 
 
PROSPECTUS
 

 
1,000,000,000 Depositary Receipts
Wireless HOLDRSSM Trust
 
The Wireless HOLDRSSM Trust issues Depositary Receipts called Wireless 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 wireless telecommunications industry.  The Bank of New York Mellon is the trustee.  You only may acquire, hold or transfer Wireless HOLDRSSM in a round-lot amount of 100 Wireless HOLDRSSM or round-lot multiples.  Wireless HOLDRS are separate from the underlying deposited common stock or American depositary shares that are represented by the Wireless HOLDRSSM.  For a list of the names and the number of shares of the companies that are represented by a Wireless HOLDRSM, see “Highlights of Wireless HOLDRS—The Wireless HOLDRS” in this prospectus.  The Wireless HOLDRSSM Trust will issue Wireless HOLDRSSM on a continuous basis.
 
Investing in Wireless HOLDRSSM involves significant risks.  See “Risk Factors” starting on page 4.
 
Wireless HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates.  Wireless 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 Wireless HOLDRSSM are listed on the NYSE Arca under the symbol “WMH.”  On March 11, 2011, the last reported sale price of the Wireless HOLDRSSM on the NYSE Arca was $48.83.

 
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 15, 2011.
 
“HOLDRS” and “HOLding Company Depositary ReceiptS” are service marks of Bank of America Corporation.
 
 
 

 
    
 
Page
 
 

 
This prospectus contains information you should consider when making your investment decision.  We have not authorized any person to provide you with any information or to make any representations not contained in this prospectus.  We do not take any responsibility for, and can provide no assurances as to, the reliability of any information that others may provide you.  We are not making an offer to sell Wireless HOLDRS in any jurisdiction where the offer or sale is not permitted.  For information on where you may find more information about the issuers of the underlying securities, see “Where You Can Find More Information.”
 
The Wireless HOLDRS are not registered for public sale outside of the United States.  Non-U.S. receipt holders should refer to “U.S. Federal Income Tax Consequences—Non-U.S. receipt holders” and we recommend that non-U.S. receipt holders consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Wireless HOLDRS or of the underlying securities through an investment in the Wireless HOLDRS.
 
 
 
The Wireless HOLding Company Depositary ReceiptS or HOLDRS Trust was formed under the depositary trust agreement, dated as of October 25, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Wireless 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 Wireless HOLDRS is specified under “Highlights of Wireless HOLDRS—The Wireless HOLDRS.”  This group of common stock or American depositary shares, and the securities of any company that may be added to the Wireless HOLDRS, are collectively referred to in this prospectus as the common stock, the securities or the underlying securities.  The companies included in Wireless 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 Wireless HOLDRS are separate from the deposited underlying common stock that are represented by the Wireless HOLDRS.  On March 11, 2011 there were 329,900 Wireless HOLDRS outstanding.
 
 
 
 
 
 
 
An investment in Wireless HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Wireless HOLDRS, including the risks associated with a concentrated investment in wireless telecommunications companies.
 
General Risk Factors
 
 
·
Loss of investment.  Because the value of Wireless HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Wireless HOLDRS if the underlying securities decline in value.
 
 
·
Discount trading price.  Wireless 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 Wireless HOLDRS or other corporate events, such as mergers, a Wireless HOLDR may represent an interest in a fractional share of an underlying security.  You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with the other fractional shares of such underlying securities included in the Wireless HOLDRS and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional shares in the underlying securities.  In addition, if you surrender your Wireless 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 wireless telecommunications industry.  At the time of the initial offering, on October 31, 2000, the companies included in the Wireless HOLDRS were generally considered to be involved in various segments of the wireless telecommunications industry; however, since the time of the initial offering, the companies included in the Wireless HOLDRS may not be involved in the wireless telecommunications industry.  In this case, the Wireless HOLDRS may not consist of securities issued only by companies involved in the wireless telecommunications industry.  In addition, the market price of the underlying securities and the Wireless HOLDRS may not necessarily follow the price movements of the entire wireless telecommunications industry generally.  If the underlying securities decline in value, your investment in the Wireless HOLDRS will decline in value, even if securities prices of companies in the wireless telecommunications industry generally increase in value.
 
 
·
Not necessarily comprised of solely wireless telecommunications companies.  As a result of distributions of securities by companies included in the Wireless HOLDRS or other corporate events, such as mergers, securities of companies that are not currently included in the Wireless HOLDRS and that are not involved in the wireless telecommunications industry may be included in the Wireless HOLDRS.  The securities of a new company will only be distributed from the Wireless HOLDRS if the securities have a different Standard & Poor’s Corporation (“Standard & Poor’s”) sector classification than any of the underlying issuers included in the Wireless HOLDRS at the time of the distribution or the corporate event or if the securities are not listed for trading on a U.S. national securities exchange.  As of January 2, 2002, Standard & Poor’s Corporation sector classifications are based upon the Standard & Poor’s Global Industry Classification Standard (“GICS”) sectors.  As there are only 10 broadly defined GICS sector classifications, the use of GICS sectors to determine whether a new company will be included in, or whether the securities of a new company will be distributed from, the Wireless HOLDRS provides no assurance that each new company included in the Wireless HOLDRS will be involved in the wireless telecommunications industry.  Currently, the underlying securities included in the Wireless HOLDRS are represented in the Telecommunication Services and Information Technology GICS sectors.  As each Standard & Poor’s GICS sector is defined very broadly, the securities of a new
 
 
company could have the same GICS sector classification as a company currently included in the Wireless HOLDRS, and yet not be involved in the wireless telecommunications industry.  In addition, the GICS sector classifications of securities included in the Wireless HOLDRS may change over time if the companies that issued these securities change their focus of operations resulting in a change to a GICS sector classification or if Standard & Poor’s alters the criteria it uses to determine GICS sectors, or both.  Therefore, additional GICS sectors may be represented in the Wireless HOLDRS, which may also result in the inclusion in the Wireless HOLDRS of the securities of a new company that is not involved in the wireless telecommunications industry.
 
 
·
No investigation of underlying securities.  The underlying securities initially included in the Wireless HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of issuers and the market liquidity of securities in the wireless telecommunications industry, without regard for the value, price performance, volatility or investment merit of the underlying securities.  Consequently, the Wireless HOLDRS Trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective affiliates, have not performed, and will not in the future perform, any investigation or review of the selected companies, including the public filings by the companies.  Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates.
 
 
·
Loss of diversification.  As a result of industry developments, reorganizations or market fluctuations affecting issuers of the underlying securities, Wireless HOLDRS may not necessarily be a diversified investment in the wireless telecommunications industry.  In addition, reconstitution events, distributions of securities by an underlying issuer or other events, which may result in distributions of securities from, or the inclusion of additional securities in, the Wireless HOLDRS, may also reduce diversification.  As a result, Wireless 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 Wireless HOLDRS and receive delivery of each of the underlying securities, including those underlying securities that you may not want to sell or are not subject to a tender offer or repurchase offer.  The cancellation of your Wireless 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 Wireless HOLDRS will involve payment of a cancellation fee to the trustee.
 
 
·
Trading halts.  Trading in Wireless HOLDRS on the NYSE Arca may be halted if (i) the Wireless HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Wireless HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Wireless HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (iv) any other event shall occur or conditions exists which, in the opinion of the NYSE Arca, makes further dealings on the NYSE Arca inadvisable.  If trading is halted in Wireless HOLDRS, you will not be able to trade Wireless HOLDRS and you will only be able to trade the underlying securities if you cancel your Wireless HOLDRS and receive each of the underlying securities.
 
 
·
Delisting from the NYSE Arca.  The NYSE Arca may consider delisting the Wireless HOLDRS if (i) the Wireless HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Wireless HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Wireless HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (iv) any
 
 
other event shall occur or conditions exists which, in the opinion of the NYSE Arca, makes further listing of the Wireless HOLDRS on the NYSE Arca inadvisable.  If the Wireless HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Wireless HOLDRS are listed for trading on another U.S. national securities exchange within five business days from the date the Wireless 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 Wireless 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.  You may, however, receive such cash or other distributions later than you would if you owned the underlying securities outside of the Wireless HOLDRS.  In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary.
 
Risk Factors Specific to Companies Involved in the Wireless Telecommunications Industry
 
 
·
The stock prices of companies involved in the wireless telecommunications industry have been and are likely to continue to be volatile, which will directly affect the price volatility of the Wireless HOLDRS, and you could lose all or a substantial part of your investment.  The trading prices of the securities of wireless telecommunications companies included in the Wireless HOLDRS have been volatile.  These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:
 
 
§
volatility in general market fluctuations;
 
 
§
actual or anticipated fluctuations in the companies’ quarterly or annual operating results;
 
 
§
announcements of technological innovations or new services by competitors of the same companies included in the Wireless HOLDRS;
 
 
§
announcements by wireless telecommunications companies or their competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
 
 
§
failure to integrate or realize projected benefits from acquisitions;
 
 
§
changes in government regulations; and
 
 
§
difficulty in obtaining additional financing.
 
Other broad market and industry factors may decrease the stock price of wireless telecommunications companies’ stocks, regardless of their operating results.  Market fluctuations, as well as general political and economic conditions, such as recession or interest rate or currency rate fluctuations, also decrease the market price of wireless telecommunications companies’ stocks.
 
In addition, the trading prices of wireless telecommunications stocks in general have experienced price and volume fluctuations.  These fluctuations often have been and may in the future be unrelated or disproportionate to the operating performance of these companies.  The valuations of many wireless telecommunications 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 wireless telecommunications companies, generally, could depress the stock prices of a wireless telecommunications company regardless of wireless telecommunications companies’ results.  Other broad market and industry factors may decrease the stock price of wireless telecommunications 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 wireless telecommunications stocks.  For example, there can be no assurance that terrorist attacks or other acts of war, if they occur, will not have a negative effect on the market price of wireless telecommunications stocks.
 
As a result of fluctuations in the trading prices of the companies included in the Wireless HOLDRS, the trading price of Wireless HOLDRS has fluctuated significantly.  The initial offering price of a Wireless HOLDR, on October 31, 2000 was $103.10, and during 2010, the price of a Wireless HOLDR reached a high of $47.37 and a low of $35.76.
 
 
·
Companies whose securities are included in the Wireless 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 Wireless HOLDRS.  Companies whose securities are included in the Wireless 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 Wireless HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, delay their introduction of new products and services, or terminate completely.  Any of these actions may reduce the market price of stocks in the wireless telecommunications industry.
 
 
·
The wireless telecommunications industry is competitive, and a wireless telecommunications company’s failure to establish its wireless network and its customer base would adversely affect its operating results.  The competition among wireless telecommunications companies to build and develop wireless telecommunications networks, form alliances with telecommunications and Internet service providers and establish and maintain a customer base is significant.  Customer loyalty can be easily influenced by a competitor’s new offerings, especially those offerings which provide cost savings or expanded network geographic coverage areas.  Many wireless telecommunications companies face significant competition from other companies in the telecommunications and technology industries, including traditional telecommunications companies.  These companies may be better positioned to finance research and development activities, provide a wider range of products and services over a greater geographic area, and may have greater resources with which to purchase additional licenses and radio frequency, acquire other companies in the industry and reduce prices to gain market share.
 
 
·
Changes in the regulatory environments in which wireless telecommunications companies operate could affect their ability to offer products and services.  The licensing, construction, ownership and operation of wireless communications systems, the grant, maintenance and renewal of applicable licenses and radio frequency allocations and the rates charged to customers are all subject to significant regulation.  Delays in receiving required regulatory approvals and licenses or the enactment of new and adverse regulatory requirements may adversely affect the ability of wireless telecommunications companies to continue to offer existing and new products and services.  In addition, legislative, judicial and regulatory agency actions could negatively affect the ability of wireless telecommunications companies to maintain required licenses or renew licenses upon their expiration.
 
 
·
If wireless telecommunications companies do not anticipate and respond to the rapid technological changes in the industry, they could lose customer or market share.  The wireless
 
 
telecommunications industry is experiencing significant technological change, as evidenced by the introduction of new products and services and increased availability of transmission capacity, changes in consumer requirements and preferences and the utilization of Internet-based technologies for voice and data transmission.  Wireless telecommunications companies must be able to successfully predict which of the many possible networks, products and services will be important to finance, establish and maintain.  The cost of establishing networks and implementing new technologies is significant, and there can be no assurance that a telecommunications company will select appropriate technology and equipment or that it will obtain appropriate new technology on a timely basis or on satisfactory terms.  The failure to obtain effective technology and equipment may adversely affect a wireless telecommunications company’s ability to offer competitive products and services and the viability of its operations.
 
 
·
Inability to manage rapid growth could adversely affect financial reporting, customer service and revenues.  Many wireless telecommunications companies are expanding their networks and operations.  This expansion has placed and will continue to place significant demands on their operating, financial control and billing systems, customer support, sales and marketing and administrative resources and network infrastructure.  This growth will require many telecommunications companies to enhance management, financial and information systems and to effectively develop and train their employee base.
 
 
·
Some of the companies involved in the wireless telecommunications industry are also engaged in other lines of business unrelated to the wireless business, and they may experience problems with these lines of business that could adversely affect their operating results.  Some of the companies that comprise the Wireless HOLDRS are engaged in multiple lines of business, including operating as local and long-distance telephone providers, Internet service providers and manufacturing new technologies.  These additional lines of business may present additional risks not mentioned in this prospectus.  The operating results of these companies may fluctuate as a result of these additional risks and events in the other lines of business unrelated to the wireless telecommunications industry.  Despite a company’s possible success in the wireless telecommunications industry, there can be no assurance that the other lines of business in which these companies are engaged will not have an adverse effect on a company’s business or financial condition.
 
 
·
The international operations of some wireless telecommunications companies expose them to risks associated with instability and changes in economic, legal and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business.  Some domestic and foreign companies included in the Wireless HOLDRS have international operations or investments which are essential parts of their business.  The risks of international business that the companies are exposed to include the following:
 
 
§
general economic, social and political conditions;
 
 
§
the difficulty of enforcing intellectual property rights, agreements and collecting receivables through foreign legal systems;
 
 
§
differing tax rates, tariffs, exchange controls or other similar restrictions;
 
 
§
currency fluctuations; and
 
 
§
changes in, and compliance with, domestic and foreign laws and regulations, particularly those that affect telecommunications carriers and service providers, which impose a range of restrictions on operations, trade practices, foreign trade and international investment decisions.
 
 
·
Many wireless telecommunications companies are dependent on their ability to continue to attract and retain highly skilled technical and managerial personnel to develop and generate their business.  The success any wireless telecommunications company is highly dependent on the
 
 
experience, abilities and continued services of key executive officers and key technical personnel.  If these companies lose the services of any of these officers or key technical personnel, their future success could be undermined.  Competition for personnel has been and may continue to be intense.  There is no certainty that any of these wireless telecommunications companies will be able to continue to attract and retain qualified personnel.
 
 
·
It may be impossible to initiate legal proceedings or enforce judgments against some of the companies included in the Wireless HOLDRS.  Companies included in the Wireless 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 Wireless 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.
 
 
·
Potential voting impediments may exist with respect to the ownership of some of the underlying securities included in the Wireless HOLDRS.  Holders of American depositary shares, including those that may, from time to time, be included in the Wireless 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.
 
 
 
This discussion highlights information regarding Wireless HOLding Company Depositary ReceiptS.  We present certain information more fully in the rest of this prospectus.  You should read the entire prospectus carefully before you purchase Wireless HOLDRS.
 
Issuer
Wireless HOLDRS Trust.
   
The trust
The Wireless HOLDRS Trust was formed under the depositary trust agreement, dated as of October 25, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Wireless 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 Wireless HOLDRS representing the underlying securities issued by the trust.  The trustee holds the underlying securities on behalf of the holders of Wireless HOLDRS.
   
Purpose of Wireless HOLDRS
Wireless HOLDRS were designed to achieve the following:
   
 
Diversification.  Wireless HOLDRS were initially designed to allow you to diversify your investments in the wireless telecommunications industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities.  See “Risk Factors—General Risk Factors.”
 
Flexibility.  The beneficial owners of Wireless HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Wireless HOLDRS, and can cancel their Wireless HOLDRS to receive each of the underlying securities represented by the Wireless HOLDRS.
 
Transaction costs.  The expenses associated with buying and selling Wireless 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 issued by specified companies, traded on U.S. stock markets that, when initially selected, were involved in the wireless telecommunications industry.  Except when a reconstitution event, distribution of securities by an underlying issuer or other event occurs, the underlying securities will not change and the securities of a new company will not be added to the securities underlying the Wireless HOLDRS.  Reconstitution events are described in this prospectus under the heading “Description of the Depositary Trust Agreement—Distributions” and “Reconstitution events.”
 
The trust’s assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust.
   
The Wireless HOLDRS
The trust has issued, and may continue to issue, Wireless HOLDRS that represent an undivided beneficial ownership interest in the shares of U.S. traded securities that are held by the trust on your behalf.  The Wireless HOLDRS themselves are separate from the underlying securities that are
 
 
 
 
represented by the Wireless HOLDRS.
 
The following table provides:
 
 
·
the names of the issuers of the underlying securities currently represented by Wireless HOLDRS;
     
 
·
the stock ticker symbols;
     
 
·
the share amounts currently represented by a round-lot of 100 Wireless HOLDRS; and
     
 
·
the primary U.S. market on which the underlying securities of the selected companies are traded.
 
Name of Company(1)
 
Ticker
 
Share Amounts
 
Primary
Trading
Market
CenturyLink, Inc.
 
CTL
    2.1084  
NYSE
Crown Castle International Corp.
 
CCI
    4.0000  
NYSE
Frontier Communications Corporation(2)
 
FTR
    4.0807  
NYSE
LM Ericsson Telephone Company*
 
ERIC
    14.8000  
NASDAQ GS
Motorola Solutions, Inc.(3)
 
MSI
    5.8571  
NYSE
Motorola Mobility Holdings, Inc.(4)
 
MMI
    5.1250  
NYSE
Nokia Corp.*
 
NOK
    23.0000  
NYSE
QUALCOMM Incorporated
 
QCOM
    26.0000  
NASDAQ GS
Research In Motion Limited
 
RIMM
    12.0000  
NASDAQ GS
RF Micro Devices, Inc.
 
RFMD
    4.0000  
NASDAQ GS
SK Telecom Co., Ltd.*
 
SKM
    17.0000  
NYSE
Sprint Nextel Corporation
   S     30.7800  
NYSE
United States Cellular Corporation
 
USM
    1.0000  
NYSE
Verizon Communications Inc.(2)
 
VZ
    17.0000  
NYSE
Vivo Participações S.A.
 
VIV
    0.7500  
NYSE
Vodafone Group Public Limited Company*
 
VOD
    18.3750  
NASDAQ GS
Windstream Corporation
 
WIN
    1.1063  
NASDAQ GS
 

*  The securities of these non-U.S. companies trade in the United States as American depositary receipts.  Please see “Risk Factors” and “United States Federal Income Tax Consequences--Special considerations with respect to underlying securities of foreign issuers” for additional information relating to an investment in a non-U.S. company.
 
(1)  Effective June 21, 2010 (the “delisting date”), Deutsche Telekom AG, an underlying constituent of the Wireless HOLDRS Trust (the “Trust”), was delisted from trading on NYSE.  As Deutsche Telekom AG was not listed for trading on another national securities exchange within five business days from the delisting date, it was distributed by The Bank of New York Mellon.  The rate of distribution was 0.1848409 Deutsche Telekom AG shares per Wireless HOLDRS.  The record date and payment date for the distribution was July 1, 2010 and July 7, 2010, respectively.
 
(2)  As a result of the spin-off of Frontier Communications Corporation from Verizon Communications Inc., a component of the Wireless HOLDRS Trust, Frontier Communications Corporation was added as an underlying security of the Wireless HOLDRS Trust effective July 8, 2010.  Shareholders of Verizon Communications Inc. received 0.2400397313 shares of Frontier Communications Corporation.  The Bank of New York Mellon received 4.0806754321 shares of Frontier Communications Corporation for the 17 shares of Verizon Communications Inc. per 100 share round-lot of Wireless HOLDRS.  Effective July 8, 2010, 4.0806754321 shares of Frontier Communications Corporation will be required for creations/cancellations per 100 share round-lot of Wireless HOLDRS.
 
(3)  Effective January 7, 2011, due to the 1 for 7 reverse stock split of Motorola, Inc., the quantity of shares of Motorola, Inc. represented by each 100 share round-lot of Wireless HOLDRS was decreased from 41 shares to 5.8571 shares.  As a result, once the allocation was completed by The Depository Trust Company, deposits of Motorola, Inc. for creations of Wireless HOLDRS decreased to 5.8571 shares per round-lot of 100 Wireless HOLDRS.  Effective January 4, 2011, Motorola, Inc. changed its name to Motorola Solutions, Inc. and now trades under NYSE ticker “MSI.”
 
(4)  As a result of the spin-off of Motorola Mobility Holdings, Inc. from Motorola, Inc., a component of the Wireless HOLDRS Trust, Motorola Mobility Holdings, Inc. was added as an underlying security of the Wireless HOLDRS Trust effective January 7, 2011   Shareholders of Motorola, Inc. received 0.125 shares of Motorola Mobility Holdings, Inc.  The Bank of New York Mellon received
 
 
5.125 shares of Motorola Mobility Holdings, Inc. for the 41 shares of Motorola, Inc. per 100 share round-lot of Wireless HOLDRS.  Effective January 7, 2011, 5.125 shares of Motorola Mobility Holdings, Inc. were required for creations/cancellations per 100 share round-lot of Wireless HOLDRS.
 

 
 
The companies whose securities were initially included in the Wireless HOLDRS at the time Wireless HOLDRS were originally issued on October 31, 2000 were generally considered to be among the largest and most liquid companies with U.S.-traded securities involved in the wireless telecommunications industry, as measured by market capitalization and trading volume on September 15, 2000.  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, Wireless HOLDRS in a round-lot of 100 Wireless HOLDRS and round-lot multiples.  The trust will only issue Wireless HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Wireless HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Wireless HOLDRS, the trust may require a minimum of more than one round-lot of 100 Wireless HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Wireless HOLDRS.
   
 
The number of outstanding Wireless 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 Wireless HOLDRS on a continuous basis when an investor deposits the required securities with the trustee.
 
Purchases You may acquire Wireless 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 Wireless HOLDRS by delivering to the trust the requisite securities represented by a round-lot of 100 Wireless 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 Wireless HOLDRS.  If you wish to cancel your Wireless 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 Wireless HOLDRS.
   
Commissions
If you choose to deposit underlying securities in order to receive Wireless HOLDRS you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker in addition to the issuance fee, charged by the trustee that is described above.
   
Custody fees
The Bank of New York Mellon, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Wireless HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trustee.  With respect to the aggregate custody fee payable in any calendar year for each
 
 
 
  Wireless 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 Wireless 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 Wireless 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 Wireless 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 Wireless HOLDRS themselves will not have voting rights.
   
Rights relating to the
underlying securities
Wireless HOLDRS represents your beneficial ownership of the underlying securities.  Owners of Wireless HOLDRS have the same rights and privileges as if they beneficially owned the underlying securities in “street name” outside of Wireless HOLDRS.  These include the right to instruct the trustee to vote the underlying securities or 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 Wireless HOLDRS and the right to surrender Wireless HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement.”  Wireless 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 Wireless HOLDRS.  However, due to the nature of Wireless HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Telecom HOLDRS (and pay the applicable fees) and receive all underlying securities.
   
 
However, due to the nature of Wireless HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Wireless HOLDRS (and pay the applicable fees) and receive all of the underlying securities.
   
 
A holder of Wireless HOLDRS is not a registered owner of the underlying securities.  In order to become a registered owner, a holder of Wireless HOLDRS would need to surrender their Wireless 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 Wireless HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Wireless HOLDRS in “street name” through a brokerage account.  The trustee will not attempt to exercise the
 
 
  right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions. 
   
 
The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with respect to the underlying securities.  However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or the distributed securities have a Standard & Poor’s GICS sector classification that is different from the GICS sectors classifications represented by the companies included in the Wireless 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 Wireless 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 Wireless HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Wireless HOLDRS, including those underlying securities not subject to a tender offer or repurchase offer.  For specific information about obtaining your underlying securities, you should read the discussion under the caption “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”
   
Ownership rights in fractional shares in the underlying securities
As a result of distributions of securities by companies included in the Wireless HOLDRS or other corporate events, such as mergers, a Wireless 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 Wireless 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  Wireless HOLDRS are outstanding and each round-lot of 100 Wireless HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Wireless HOLDRS.  If holders of 50,000 round-lots of 100 Wireless HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100  Wireless 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 Wireless HOLDRS to you in the following four circumstances:
 
  A.
If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Wireless 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 Wireless 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 Wireless HOLDRS; provided that any securities received as consideration will be distributed only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Wireless HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange.  In any other case, the additional securities received as consideration will be deposited into the trust.
     
  D.
If an issuer’s underlying securities are delisted from trading on a U.S.  national securities exchange and are not listed for trading on another U.S. national securities exchange within five business days from the date the securities are delisted.
 
 
To the extent a distribution of underlying securities from the Wireless 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 Wireless HOLDRS, as 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 have a Standard & Poor’s GICS sector classification that is different from the GICS sector classification of any other security then included in the Wireless HOLDRS or if the securities received are not listed for trading on a U.S. national securities exchange.
   
 
It is anticipated that, as a result of the broadly defined Standard & Poor’s GICS sectors, most distributions or exchanges of securities will result in the inclusion of new securities in the Wireless 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 Wireless HOLDRS will be included in Wireless HOLDRS or distributed from the Wireless 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.  The GICS classification standards were effective as of January 2, 2002.  There are 10 Standard & Poor’s GICS sector classifications and each class of publicly traded securities of a company is given only one GICS sector classification.  The securities included in the Wireless HOLDRS are currently represented in the Telecommunication Services and Information Technology GICS sectors.  The Standard & Poor’s GICS sector classifications of the securities included in the Wireless 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 Wireless HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Wireless HOLDRS are delisted.
     
  B. 
The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign.
     
  C. 
Beneficial owners of at least 75% of outstanding Wireless 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 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 Wireless HOLDRS surrendered, along with any taxes or other governmental charges, if any.
   
U.S. federal income tax consequences
The U.S. federal income tax laws will treat a U.S. receipt holder of Wireless HOLDRS as directly owning the underlying securities.  The Wireless HOLDRS themselves will not result in any U.S. federal income tax consequences separate from the tax consequences associated with ownership of the underlying securities.  See “U.S. Federal Income Tax Consequences.”
   
Listing
The Wireless HOLDRS are listed on the NYSE Arca under the symbol “WMH.”
   
Trading
Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Wireless HOLDRS.  Bid and ask prices, however, are quoted per single Wireless HOLDR.
   
Clearance and settlement
Wireless HOLDRS have been issued only in book-entry form.  Wireless 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 Wireless HOLDRS.”
 
 
 
General.  This discussion highlights information about the Wireless HOLDRS Trust.  You should read this information, information about the depositary trust agreement, the depositary trust agreement and the amendment to the depositary trust agreement in addition to other information included in this prospectus and the publicly available information about the issuers of the underlying securities, before you purchase Wireless HOLDRS.  The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”
 
The Wireless HOLDRS Trust.  The trust was formed pursuant to the depositary trust agreement, dated as of October 25, 2000.  The Depositary Trust Agreement was amended on November 22, 2000.  The Bank of New York Mellon is the trustee.  The Wireless HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.
 
The Wireless HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Wireless HOLDRS.  The trustee will perform only administrative and ministerial acts.  The property of the trust consists of the underlying securities and all monies or other property, if any, received by the trustee.  The trust will terminate on December 31, 2040, or earlier if a termination event occurs.
 
 
The trust has issued Wireless HOLDRS under the Depositary Trust Agreement described in this prospectus under the heading “Description of the Depositary Trust Agreement.”  The trust may issue additional Wireless HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee.
 
You may only acquire, hold, trade and surrender Wireless HOLDRS in a round-lot of 100 Wireless HOLDRS and round-lot multiples.  The trust will only issue Wireless HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Wireless 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 Wireless HOLDRS, the trust may require a minimum of more than one round-lot of 100 Wireless HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Wireless HOLDRS.
 
Wireless 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 Wireless HOLDRS—The Wireless HOLDRS.”
 
Beneficial owners of Wireless HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities in “street name” outside of the trust.  These include the right of investors to instruct the trustee to vote the underlying securities, to attend shareholder’s meetings and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to pledge Wireless HOLDRS or cancel Wireless HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement.”  Wireless HOLDRS are not intended to change your beneficial ownership in the underlying securities under U.S. federal securities laws, including sections 13(d) and 16(a) of the Exchange Act.
 
The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt.  Wireless 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 Wireless HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Wireless HOLDRS.  Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”
 
Wireless 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.  Wireless HOLDRS are available only in book-entry form.  Owners of Wireless HOLDRS may hold their Wireless HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.
 
 
 
Selection criteria.  The underlying securities initially included in the Wireless HOLDRS were the shares of common stock or American depositary shares of a group of specified companies that, at the time of initial selection, were involved in various aspects of the wireless telecommunications industry and whose securities were registered under section 12 of the Exchange Act.  The issuers of the underlying securities were, at the time of initial selection, among the largest capitalized and most liquid companies involved in the wireless telecommunications industry as measured by market capitalization and trading volume.  As a result of a reconstitution event, a distribution of securities by an underlying issuer or other event, the companies whose common stock is included in the Wireless HOLDRS may no longer meet the initial selection criteria and may no longer consist exclusively of securities issued by companies involved in the wireless telecommunications industry.
 
Underlying securities.  For a list of the underlying securities represented by Wireless HOLDRS, please refer to “Highlights of Wireless HOLDRS—The Wireless 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 Wireless HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities.  See “Risk Factors” and “Where You Can Find More Information.”  Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any of their respective affiliates.
 
General background and historical information.  For a brief description of the business of each of the issuers of the underlying securities and monthly pricing information showing the historical performance of each underlying issuer’s securities, see “Annex A.”
 
The following table and graph set forth the composite performance of all of the underlying securities currently represented by a single Wireless HOLDR measured at the close of the business day as of the end of each month from April 28, 2000 to February 28, 2011.  The performance table and graph data are adjusted for any splits that may have occurred over the measurement period.  Past performance of the underlying securities are not necessarily indicative of future values.
 

2000
 
Closing Price
 
2001
 
Closing Price
 
2002
 
Closing Price
 
2003
 
Closing Price
 
April 28
    113.03  
January 31
    71.03  
January 31
    43.40  
January 31
    30.99  
May 31
    100.52  
February 28
    52.79  
February 28
    39.43  
February 28
    29.34  
June 30
    93.95  
March 30
    49.65  
March 28
    41.33  
March 31
    29.20  
July 31
    85.53  
April 30
    57.22  
April 30
    36.57  
April 30
    30.63  
August 31
    84.21  
May 31
    53.36  
May 31
    36.56  
May 30
    33.53  
September 29
    76.78  
June 29
    50.84  
June 28
    32.02  
June 30
    34.12  
October 31
    75.99  
July 31
    52.28  
July 31
    28.63  
July 31
    33.54  
November 30
    69.30  
August 31
    47.43  
August 30
    29.55  
August 29
    35.08  
December 29
    68.99  
September 28
    44.90  
September 30
    26.02  
September 30
    35.34  
         
October 31
    45.97  
October 31
    31.40  
October 31
    38.71  
         
November 30
    49.78  
November 29
    36.38  
November 28
    38.59  
         
December 31
    47.72  
December 31
    32.68  
December 31
    41.51  


2004
 
Closing Price
 
2005
 
Closing Price
 
2006
 
Closing Price
 
2007
 
Closing Price
 
January 30
    46.40  
January 31
    50.80  
January 31
    56.06  
January 31
    59.34  
February 27
    49.26  
February 28
    50.86  
February 28
    55.79  
February 28
    59.43  
March 31
    47.60  
March 31
    50.06  
March 31
    59.58  
March 30
    59.44  
April 30
    45.40  
April 29
    49.00  
April 28
    60.15  
April 30
    61.48  
May 28
    46.69  
May 31
    52.01  
May 31
    56.60  
May 31
    66.37  
June 30
    47.69  
June 30
    51.00  
June 30
    54.11  
June 29
    67.42  
July 30
    44.91  
July 29
    55.05  
July 31
    53.63  
July 31
    66.71  
August 31
    46.87  
August 31
    55.44  
August 31
    54.52  
August 31
    68.78  
September 30
    49.97  
September 30
    55.85  
September 29
    56.67  
September 28
    74.81  
October 29
    51.70  
October 31
    53.31  
October 31
    58.11  
October 31
    78.40  
November 30
    55.07  
November 30
    55.38  
November 30
    59.57  
November 30
    73.89  
December 31
    55.45  
December 30
    53.79  
December 29
    59.45  
December 31
    72.15  

2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January 31
    64.75  
January 30
    37.69  
January 29
    43.09  
January 31
    48.70  
February 29
    62.15  
February 27
    33.73  
February 26
    43.56  
February 28
    50.97  
March 31
    60.07  
March 31
    37.22  
March 31
    47.05            
April 30
    63.86  
April 30
    42.85  
April 30
    43.59            
May 30
    67.48  
May 29
    45.35  
May 28
    39.72            
June 30
    59.95  
June 30
    45.22  
June 30
    34.88            
July 31
    63.80  
July 31
    46.90  
July 30
    39.37            
August 29
    62.68  
August 31
    46.46  
August 31
    37.27            
September 30
    48.00  
September 30
    46.98  
September 30
    41.84            
October 31
    39.89  
October 30
    43.78  
October 29
    43.44            
November 28
    36.91  
November 30
    45.64  
November 30
    43.13            
December 31
    38.66  
December 31
    47.29  
December 31
    46.99            

 
 
 
 
 
 
General.  The depositary trust agreement, dated as of October 25, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Wireless HOLDRS, provides that Wireless 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 Wireless 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 Wireless HOLDRS.  You may create and cancel Wireless HOLDRS only in round-lots of 100 Wireless HOLDRS.  You may create Wireless HOLDRS by delivering to the trustee the requisite underlying securities.  The trust will only issue Wireless HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Wireless HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Wireless HOLDRS, the trust may require a minimum of more than one round-lot of 100 Wireless HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Wireless HOLDRS.  Similarly, you must surrender Wireless HOLDRS in integral multiples of 100 Wireless 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 Wireless 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 Wireless HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Wireless 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 Wireless HOLDRS unless such securities are not listed for trading on a U.S. national securities exchange or such securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities in the Wireless 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 Wireless 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 Wireless 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 Wireless HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.
 
 
Record dates.  With respect to dividend payments and voting instructions, the trustee expects to fix the trust’s record dates as close as possible to the record date fixed by the issuer of the underlying securities.
 
Shareholder communications.  The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities.
 
Withdrawal of underlying securities.  You may surrender your Wireless 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 Wireless 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 Wireless HOLDRS.
 
Further issuances of Wireless HOLDRS.  The depositary trust agreement provides for further issuances of Wireless HOLDRS on a continuous basis without your consent.
 
Reconstitution events.  The depositary trust agreement provides for the automatic distribution of underlying securities from Wireless HOLDRS to you in the following four circumstances:
 
 
A.
If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Wireless 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 Wireless 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 Wireless HOLDRS; provided that any securities received as consideration will be distributed only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Wireless HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange.  In any other case, the additional securities received as consideration will be deposited into the trust.
 
 
D.
If an issuer’s underlying securities are delisted from trading on a U.S. national securities exchange and are not listed for trading on another U.S. national securities exchange within five business days from the date such securities are delisted.
 
To the extent a distribution of underlying securities from Wireless 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.
 
As provided in the depositary trust agreement, securities of a new company will be added to the Wireless HOLDRS, as a result of a distribution of securities by an underlying issuer where a corporate event occurs, such as a merger, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Wireless HOLDRS or if the securities received are not listed for trading on a U.S. national securities exchange.
 
It is anticipated that, as a result of the broadly defined Standard & Poor’s GICS sectors, most distributions or exchanges of securities will result in the inclusion of new securities in the Wireless HOLDRS.  The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities will be included in the Wireless HOLDRS or distributed from the Wireless 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 Wireless HOLDRS are currently represented in the Telecommunication Services and Information Technology GICS sectors.  The Standard & Poor’s GICS sector classifications of the securities included in the Wireless HOLDRS may change over time if the companies that issued these securities change their focus of operations or if Standard & Poor’s alters the criteria it uses to determine GICS sectors, or both.
 
Termination of the trust.  The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, within 60 days from the date the trustee provides notice to the initial depositor of its intent to resign.  Upon termination, the beneficial owners of Wireless HOLDRS will surrender their Wireless 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 Wireless HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange within five business days from the date the Wireless HOLDRS are delisted.  Finally, the trust will terminate if 75% of the owners of outstanding Wireless 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 Wireless 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 Wireless 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 Wireless HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Wireless HOLDRS.
 
Issuance and cancellation fees.  If you wish to create Wireless HOLDRS by delivering to the trust the requisite underlying securities represented by a round-lot of 100 Wireless HOLDRS, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Wireless HOLDRS.  If you wish to cancel your Wireless 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 Wireless 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 Wireless 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 Wireless HOLDRS to be deducted from any cash dividend payments or other cash distributions on underlying securities received by the trustee.  With respect to the aggregate custody fee payable in any calendar year for each Wireless HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.  The trustee cannot recapture unpaid custody fees from prior years.
 
Address of the trustee.  The Bank of New York Mellon, ADR Division, 101 Barclay Street, New York, New York 10286.
 
Governing law.  The depositary trust agreement and the Wireless 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 Wireless 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.
 
 
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 Wireless 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 Wireless 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 Wireless 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 Wireless HOLDRS as part of a conversion transaction, straddle, hedging or other integrated transaction, certain former citizens and residents of the United States and persons subject to U.S. estate, gift or alternative minimum tax.  In addition, this discussion generally is limited to investors who will hold the Wireless 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 Wireless 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 Wireless HOLDRS
 
A U.S. receipt holder purchasing and owning Wireless HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Wireless HOLDRS.  Consequently, if there is a taxable cash distribution on an underlying security, a U.S. receipt holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the U.S. receipt holder receives the cash distribution from the trustee.
 
 
Qualified dividend income received in respect of Wireless HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates, which are currently scheduled to expire for taxable years beginning after December 31, 2012.  Qualified dividend income includes dividends received from domestic corporations and “qualified foreign corporations,” as such term is defined below under “Special considerations with respect to underlying securities of foreign issuers.”  In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder’s holding period with respect to an underlying security may be tolled for any period in which such U.S. receipt holder has diminished its risk of loss in respect of such security by, for example, entering into a hedging transaction.  Special rules apply to a U.S. receipt holder who leverages its investment in Wireless 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 Wireless 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 Wireless 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 Wireless 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 Wireless HOLDRS.  Similarly, with respect to sales of Wireless HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Wireless 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 Wireless 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 Wireless HOLDRS will reduce the amount realized with respect to the underlying securities.
 
A U.S. receipt holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid.  These custodian fees will be treated as an expense incurred in connection with a U.S. receipt holder’s investment in the underlying securities and may be deductible.  If a U.S. receipt holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part.
 
Special considerations with respect to underlying securities of foreign issuers
 
If any of the underlying securities are securities of foreign issuers, the gross amount of any taxable cash distribution generally will not be eligible for the dividends-received deduction provided to corporations.
 
Dividends received by certain U.S. receipt holders from an issuer of underlying securities that is a “qualified foreign corporation” will be eligible for U.S. federal income taxation at the preferential rates for dividends mentioned above.  A qualified foreign corporation includes:
 
 
 
·
a foreign corporation that is eligible for the benefits of a comprehensive U.S. income tax treaty, which the Secretary of the Treasury determines to be satisfactory and that includes an exchange of information program;
 
 
·
a foreign corporation if the stock to which the dividend is paid is readily tradable on an established market in the United States; and
 
 
·
a corporation that is incorporated in a possession of the United States;
 
but will not include a passive foreign investment company (a “PFIC”).
 
If a foreign issuer pays a dividend in a currency other than in U.S. dollars, the amount of the dividend for U.S. federal income tax purposes will be the U.S. dollar value of the dividend (determined at the spot rate on the date of the payment) regardless of whether the payment is later converted into U.S. dollars.  In this case, the U.S. receipt holder may recognize ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars.
 
Subject to certain conditions and limitations, any foreign income tax withheld on dividends may be deducted from taxable income (provided the U.S. receipt holder does not elect to claim a credit for any foreign income taxes paid or accrued during that taxable year) or credited against a U.S. receipt holder’s U.S. federal income tax liability.  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 Wireless 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 Wireless HOLDRS may have to apply independently to a foreign tax authority for a refund of withheld taxes.
 
Furthermore, special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC.  The initial depositor and the trustee do not undertake to review, periodically or otherwise, or make inquiries regarding the PFIC status of the underlying issuers or to notify the U.S. receipt holders of such status, and no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner that affects the PFIC determination.  A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules, either:
 
 
·
at least 75% of its gross income is “passive income,” or
 
 
·
on average at least 50% of the gross value of its assets is attributable to assets that produce “passive income” or are held for the production of passive income.
 
Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents and gains from commodities and securities transactions.
 
If a corporation were classified as a PFIC, a U.S. receipt holder could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the Wireless HOLDRS or of the underlying securities or upon the receipt of “excess distributions.”  To avoid the interest charge provisions described in the preceding sentence, a U.S. receipt holder may be able to make one of certain elections (to the extent available under specific rules and, if applicable, the underlying issuer provides certain requisite information) including an
 
 
election to be taxed currently on its pro rata portion of the corporation’s income.  If such an election were made, a U.S. receipt holder would be required to include its pro rata share of the corporation’s income, whether or not the income was distributed in the form of dividends or otherwise.
 
U.S. receipt holders also generally would be required to file Internal Revenue Service (“IRS”) Form 8621 in any year in which at least one of the underlying issuers is classified as a PFIC.
 
U.S. receipt holders should also be aware that recently enacted legislation may broaden the current IRS Form 8621 filing requirements or impose an additional annual filing requirement for U.S. persons owning shares of a PFIC.  The legislation does not describe what information would be required to be included in either situation, but grants the Secretary of the Treasury Department power to make this determination.  U.S. receipt holders should consult their independent tax advisors regarding the application of the PFIC rules to their purchase, ownership and disposition of the Wireless HOLDRS, including the availability and advisability of making any elections thereunder and the application of the recently enacted legislation to their particular situations.

 
Non-U.S. receipt holders
 
A non-U.S. receipt holder generally will be subject to U.S. withholding tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty with respect to dividends received on underlying securities of U.S. issuers.  A non-U.S. receipt holder who wishes to claim a reduction in withholding under the benefit of an applicable tax treaty must comply with certification requirements.  However, if that income is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder, then those dividends will be exempt from withholding tax, provided the non-U.S. receipt holder complies with applicable certification requirements.
 
A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to dividends received on any underlying securities of a foreign issuer, unless that income is effectively connected with a U.S. trade or business conducted by the non-U.S receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder.
 
With respect to dividends of U.S. and any foreign issuers, a non-U.S. receipt holder’s dividends that are effectively connected with a U.S. trade or business or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment generally will be subject to U.S. federal income taxation on a net income basis at the same graduated rates applicable to U.S. persons.  In addition to this graduated tax, effectively connected dividends or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment received by a corporate non-U.S. receipt holder may also be subject to a branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty.  Under some circumstances, a corporate non-U.S. receipt holder whose dividends are effectively connected or attributable to a U.S permanent establishment may be entitled to a dividends-received deduction equal to 70% or 80% of the amount of the dividend.
 
A non-U.S. receipt holder that is eligible for a reduced rate of withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
 
A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized upon the sale or other disposition of Wireless HOLDRS or of the underlying securities unless:
 
 
·
in the case of any gain realized by an individual non-U.S. receipt holder, the non-U.S. receipt holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met;
 
 
·
that gain is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder; or
 
 
 
·
the underlying securities issuer is or has been a U.S. real property holding corporation for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period during which the non-U.S. receipt holder held the common stock of such issuer and (a)  the common stock is not considered to be “regularly traded on an established securities market” or (b)  the non-U.S. receipt holder owned, actually or constructively, at any time during the shorter of the periods described above, more than five percent of the common stock of such issuer.  It is expected that the underlying securities are currently “regularly traded on an established securities market” although no assurances can be made that the securities will continue to be so traded.
 
A non-U.S. receipt holder described in the first bullet point above will be subject to U.S. federal income tax with respect to such gain at a rate of 30% (or lower applicable treaty rate), which gain may be offset by certain losses.  A non-U.S. receipt holder described in the second or third bullet points above will be subject to U.S. federal income tax with respect to such gain on a net income basis at the applicable graduated individual or corporate rates (and, in the case of a corporate non-U.S. receipt holder, may also be subject to a 30% branch profits tax, subject to reduction by an applicable income tax treaty).
 
Backup withholding and information reporting
 
Information returns will be filed with the IRS in connection with dividend payments made with respect to the underlying securities, or the proceeds of the sale or other disposition of the Wireless HOLDRS (or the underlying securities).  If you are a U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you are an exempt holder or provide your taxpayer identification number to the paying agent and comply with certain certification procedures.  If you are a non-U.S. receipt holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements.  However, payments of dividends to non-U.S. receipt holders will be reported to the IRS even if such payments are not otherwise subject to the information reporting requirements.
 
The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS on a timely basis.
 
In addition, U.S. receipt holders should be aware that recently enacted legislation imposes new reporting requirements with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds U.S. $50,000.  Similarly, non-U.S. receipt holders should be aware of recent legislation that, beginning on January 1, 2013, would impose a 30% withholding tax on certain payments (which could include dividends on and gross proceeds from the sale or other disposition of shares of stock of a U.S. issuer) made to a non-U.S. entity that fails to disclose the identity of its direct or indirect “substantial United States owners’’ or to certify that it has no such owners.  Various exceptions are provided under the legislation and additional exceptions may be provided by subsequent guidance.  Receipt holders should consult their independent tax advisors regarding the potential application and impact of these new requirements to their purchase, ownership and disposition of the Wireless HOLDRS based upon their particular situations.

The preceding discussion does not address all aspects of U.S. federal income taxation that may be relevant in light of a receipt holder’s or an issuer’s particular facts and circumstances.  We recommend that investors consult their own tax advisors.
 
 
 
Any plan fiduciary which proposes to have a plan acquire Wireless HOLDRS should consult with its counsel with respect to the potential applicability of the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Code to this investment, and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied.  Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Wireless 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.
 
 
In accordance with the depositary trust agreement, the trust issued Wireless HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Wireless HOLDRS.  The trust delivered the initial distribution of Wireless HOLDRS against deposit of the underlying securities in New York, New York on approximately January 17, 2001.
 
Investors who purchase Wireless 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 Wireless 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 Wireless 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, including the validity of the Wireless HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Wireless 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 Wireless HOLDRS.
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Wireless HOLDRS.  While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement.  You should review the full text of those exhibits.
 
The registration statement is available over the Internet at the SEC’s Web site at http://www.sec.gov.  You also may read and copy the registration statement at the SEC’s public reference rooms at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges.  Merrill Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant to the Exchange Act.  The trust will file modified reports pursuant to the Exchange Act.
 
 
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 Wireless HOLDRS.  This prospectus relates only to Wireless 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 Wireless 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 Wireless HOLDRS have been publicly disclosed.
 

ANNEX A
 
This annex forms an integral part of the prospectus.  The following information regarding the underlying securities was derived from publicly available information released by third-party sources.  None of this information was prepared by us or our affiliates or on our or our affiliates’ behalf and none of Merrill, Lynch, Pierce, Fenner & Smith Incorporated, the Bank of New York Mellon or any of their respective affiliates assumes any responsibility for the accuracy or completeness of such information.
 
The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 2006, 2007, 2008, 2009 and 2010, through February 28, 2011.  The historical prices of the underlying securities should not be taken as an indication of future performance.
 
 
CENTURYLINK, INC. (CTL)
 
CenturyLink, Inc., together with its subsidiaries, operates as an integrated communications company.  The company provides a range of communications services, including local and long distance voice, Internet access, and broadband services in the continental United States.  Its services include local exchange and long distance voice telephone services, as well as enhanced voice services, such as call forwarding, conference calling, caller identification, selective call ringing, and call waiting; network access services; data services, including high-speed and dial-up Internet services, and data transmission services over special circuits and private lines; and fiber transport, competitive local exchange carrier, security monitoring services, and other communications and business information services.  The company also offers other related services, such as leasing, selling, installing, and maintaining customer premise telecommunications equipment and wiring; provides billing and collection services to third parties; participates in the publication of local telephone directories; and provides printing, database management, direct mail services, and cable television services.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    33.30  
January
    44.84  
January
    36.82  
January
    27.14  
January
    34.01  
January
    43.24  
February
    35.98  
February
    44.75  
February
    36.19  
February
    26.33  
February
    34.27  
February
    41.18  
March
    39.12  
March
    45.19  
March
    33.24  
March
    28.12  
March
    35.46            
April
    37.70  
April
    46.05  
April
    32.45  
April
    27.15  
April
    34.11            
May
    35.75  
May
    49.42  
May
    35.41  
May
    30.85  
May
    34.33            
June
    37.15  
June
    49.05  
June
    35.59  
June
    30.70  
June
    33.31            
July
    38.57  
July
    45.87  
July
    37.19  
July
    31.39  
July
    35.62            
August
    39.82  
August
    47.98  
August
    38.63  
August
    32.23  
August
    36.16            
September
    39.67  
September
    46.22  
September
    36.65  
September
    33.60  
September
    39.46            
October
    40.24  
October
    44.05  
October
    25.11  
October
    32.46  
October
    41.38            
November
    42.55  
November
    42.63  
November
    26.56  
November
    35.59  
November
    42.99            
December
    43.66  
December
    41.46  
December
    27.33  
December
    36.21  
December
    46.17            
 
 
  
CROWN CASTLE INTERNATIONAL CORP. (CCI)
 
Crown Castle International Corp., through its subsidiaries, engages in the ownership, operation, and leasing of towers and other communications structures in the United States and internationally.  The company primarily leases and licenses antenna space of its towers to wireless communication companies.
 
2006
 
Closing
Price
 
2007
 
Closing
Price
 
2008
 
Closing
Price
 
2009
 
Closing
Price
 
2010
 
Closing
Price
 
2011
 
Closing
Price
 
January
    31.63  
January
    35.16  
January
    36.12  
January
    19.52  
January
    36.94  
January
    42.17  
February
    31.35  
February
    32.71  
February
    36.09  
February
    17.54  
February
    37.80  
February
    42.15  
March
    28.35  
March
    32.13  
March
    34.49  
March
    20.41  
March
    38.23            
April
    33.65  
April
    34.34  
April
    38.85  
April
    24.52  
April
    37.85            
May
    31.77  
May
    36.82  
May
    42.49  
May
    24.26  
May
    37.03            
June
    34.54  
June
    36.27  
June
    38.73  
June
    24.02  
June
    37.26            
July
    35.23  
July
    36.25  
July
    38.20  
July
    28.74  
July
    39.51            
August
    34.36  
August
    36.76  
August
    37.40  
August
    26.86  
August
    41.12            
September
    35.24  
September
    40.63  
September
    28.97  
September
    31.36  
September
    44.15            
October
    33.65  
October
    41.07  
October
    21.17  
October
    30.22  
October
    43.12            
November
    34.46  
November
    41.95  
November
    14.07  
November
    36.69  
November
    41.54            
December
    32.30  
December
    41.60  
December
    17.58  
December
    39.04  
December
    43.83            
 
 
 
 
FRONTIER COMMUNICATIONS CORPORATION (FTR)
 
Frontier Communications Corporation provides voice, data and video services to residential, business, and wholesale customers in the United States.  The company offers switched access services that allow other carriers to use the facilities to originate and terminate their long distance voice and data traffic; local services, which include basic telephone wireline services to residential and business customers; long distance services; data services, including high-speed or dial up Internet access, portal and e-mail products frame relay, Metro Ethernet, asynchronous transfer mode, switching services, and hard drive back-up services, as well as other data transmission services; and directory services that provides white and yellow page directories.  It also provides television services, which comprise access to various digital television channels, including high-definition TV programming; and wireless data services.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    12.27  
January
    14.66  
January
    11.47  
January
    8.11  
January
    7.61  
January
    9.17  
February
    13.35  
February
    15.06  
February
    10.74  
February
    7.20  
February
    7.79  
February
    8.49  
March
    13.27  
March
    14.95  
March
    10.49  
March
    7.18  
March
    7.44            
April
    13.28  
April
    15.57  
April
    10.72  
April
    7.11  
April
    7.96            
May
    12.68  
May
    15.85  
May
    11.66  
May
    7.28  
May
    7.95            
June
    13.05  
June
    15.27  
June
    11.34  
June
    7.14  
June
    7.11            
July
    12.83  
July
    14.43  
July
    11.56  
July
    7.00  
July
    7.64            
August
    13.79  
August
    14.51  
August
    12.57  
August
    7.11  
August
    7.73            
September
    14.04  
September
    14.32  
September
    11.50  
September
    7.54  
September
    8.17            
October
    14.66  
October
    13.16  
October
    7.61  
October
    7.17  
October
    8.78            
November
    14.17  
November
    12.98  
November
    8.72  
November
    7.90  
November
    9.10            
December
    14.37  
December
    12.73  
December
    8.74  
December
    7.81  
December
    9.73            

LM ERICSSON TELEPHONE COMPANY (ERIC)
 
LM Ericsson Telephone Company provides communications equipment and multimedia solutions to mobile and fixed network operators worldwide.  It operates in five segments: Networks, Professional Services, Multimedia, Sony Ericsson, and ST-Ericsson.  The Networks segment provides products and solutions for wireless and wireline access; core networks solutions, including softswitch, IP infrastructure, IP multimedia subsystem, and media gateways; network management tools; and micro-wave and optical transmission solutions for mobile and fixed networks.  The Professional Services segment delivers managed services comprising network operations, which include the management of day-to-day operations of customer networks, and hosting of service layer platforms and applications; systems integration services; consulting services; education programs; and customer support services.  The Multimedia segment offers TV solutions for operators, service providers, advertisers, and content providers; multimedia solutions for the consumer and enterprise markets; multimedia brokering solutions, which facilitate payment and distribution of content; service delivering and provisioning platforms that enable operators and service providers to create, sell, and manage multimedia offerings and multi-play offerings.  The Sony Ericsson segment delivers mobile phones and accessories.  The ST-Ericsson segment engages in the design, development, and creation of mobile platforms and wireless semiconductors.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    18.24  
January
    19.90  
January
    11.36  
January
    7.99  
January
    9.68  
January
    12.37  
February
    17.05  
February
    17.88  
February
    10.75  
February
    8.16  
February
    10.01  
February
    12.84  
March
    18.86  
March
    18.55  
March
    9.83  
March
    8.09  
March
    10.44            
April
    17.74  
April
    19.09  
April
    12.61  
April
    8.53  
April
    11.53            
May
    16.02  
May
    18.99  
May
    13.52  
May
    9.31  
May
    10.04            
June
    16.52  
June
    19.95  
June
    10.40  
June
    9.78  
June
    11.02            
July
    15.74  
July
    18.71  
July
    10.48  
July
    9.72  
July
    11.00            
August
    16.70  
August
    18.61  
August
    11.42  
August
    9.58  
August
    9.63            
September
    17.24  
September
    19.90  
September
    9.43  
September
    10.02  
September
    10.97            
October
    18.91  
October
    15.03  
October
    7.07  
October
    10.40  
October
    10.98            
November
    19.44  
November
    12.23  
November
    7.12  
November
    9.74  
November
    10.32            
December
    20.12  
December
    11.68  
December
    7.81  
December
    9.19  
December
    11.53            

 
MOTOROLA SOLUTIONS, INC. (MSI)
 
Motorola Solutions, Inc. provides business- and mission-critical communication products and services for enterprise and government customers worldwide.  Its products include barcode scanners and scan equipped mobile computers; cellular networks; computer aided dispatch, dispatch consoles, logging recorders, emergency call tracking systems, fire station alerting systems, and console accessories; total Enterprise Access and Mobility solutions that provide voice and data services to enterprises; and micro kiosks and accessories.  The company also offers voice and data mobile computing products; private broadband networks; RFID tags, antennas, readers, and accessories; SCADA systems; software for mobility, WLAN management and security, network design, public sector applications, and support and help-desk applications; two-way radio products for government and public safety; two-way radio products and pagers for businesses; wireless broadband network products; and wireless LAN products, as well as involves in original equipment manufacturing of scan engines and fixed mount scanners. In addition, it provides design, implementation, management, security, and support services for government and public safety, and enterprises; and applications, managed and support, professional, and system integration services for wireless service providers.  The company was formerly known as Motorola Inc. and changed its name to Motorola Solutions, Inc. on January 04, 2011.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    93.01  
January
    81.30  
January
    47.10  
January
    18.14  
January
    25.19  
January
    38.77  
February
    87.64  
February
    75.85  
February
    40.83  
February
    14.42  
February
    27.69  
February
    38.64  
March
    93.83  
March
    72.37  
March
    38.09  
March
    17.32  
March
    28.75            
April
    87.44  
April
    70.98  
April
    40.79  
April
    22.65  
April
    28.96            
May
    86.37  
May
    74.50  
May
    38.21  
May
    24.82  
May
    28.05            
June
    82.52  
June
    72.49  
June
    30.06  
June
    27.15  
June
    26.70            
July
    93.21  
July
    69.58  
July
    35.39  
July
    29.32  
July
    30.68            
August
    95.75  
August
    69.42  
August
    38.58  
August
    29.41  
August
    30.80            
September
    102.39  
September
    75.89  
September
    29.24  
September
    35.18  
September
    34.93            
October
    94.44  
October
    76.95  
October
    21.99  
October
    35.10  
October
    33.42            
November
    90.80  
November
    65.41  
November
    17.65  
November
    32.81  
November
    31.37            
December
    84.20  
December
    65.69  
December
    18.14  
December
    31.78  
December
    37.15            


 
MOTOROLA MOBILITY HOLDINGS, INC. (MMI)
 
Motorola Mobility Holdings, Inc. provides technologies, products, and services that enable mobile and wireline, digital communication, information, and entertainment experiences worldwide. It provides mobile computing devises, such as smartphones, tablets and set-tops.  Its software and services include MOTOBLUR and Medios; product accessories; digital entertainment devices; two-way radios and accessories; cordless and corded phones; modems and gateways; and home networking products for consumers. The company also offers video infrastructure, digital security, broadband access, video and data CPE products, and software for businesses. Its devices address the needs of consumers and businesses to deliver Internet services, email, social networking, and entertainment in the palm of ones hand. Motorola Mobility Holdings, Inc. operates independently of Motorola Solutions, Inc. as of January 04, 2011.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    *  
January
    *  
January
    *  
January
    *  
January
    *  
January
    27.87  
February
    *  
February
    *  
February
    *  
February
    *  
February
    *  
February
    30.20  
March
    *  
March
    *  
March
    *  
March
    *  
March
    *            
April
    *  
April
    *  
April
    *  
April
    *  
April
    *            
May
    *  
May
    *  
May
    *  
May
    *  
May
    *            
June
    *  
June
    *  
June
    *  
June
    *  
June
    *            
July
    *  
July
    *  
July
    *  
July
    *  
July
    *            
August
    *  
August
    *  
August
    *  
August
    *  
August
    *            
September
    *  
September
    *  
September
    *  
September
    *  
September
    *            
October
    *  
October
    *  
October
    *  
October
    *  
October
    *            
November
    *  
November
    *  
November
    *  
November
    *  
November
    *            
December
    *  
December
    *  
December
    *  
December
    *  
December
    29.10            

 
NOKIA CORPORATION (NOK)
 
Nokia Corporation manufactures mobile devices, and provides Internet services and digital map information worldwide.  The company’s Devices & Services segment designs, develops, and manages its mobile device portfolio, including the sourcing of components.  It also offers consumer Internet services in music, maps, media, messaging, and games and working areas.  Its NAVTEQ segment provides digital map information and related location based content and services for automotive navigation systems, mobile navigation devices, Internet-based mapping applications, and government and business solutions.  The company’s Nokia Siemens Networks segment provides wireless and fixed network infrastructure, communications, and networks service platforms, as well as professional services to operators and service providers.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    18.38  
January
    22.10  
January
    37.14  
January
    12.27  
January
    13.69  
January
    10.70  
February
    18.58  
February
    21.83  
February
    36.01  
February
    9.36  
February
    13.47  
February
    8.63  
March
    20.72  
March
    22.92  
March
    31.83  
March
    11.67  
March
    15.54            
April
    22.66  
April
    25.25  
April
    30.07  
April
    14.14  
April
    12.16            
May
    21.47  
May
    27.38  
May
    28.40  
May
    15.30  
May
    10.12            
June
    20.26  
June
    28.11  
June
    24.50  
June
    14.58  
June
    8.15            
July
    19.85  
July
    28.64  
July
    27.32  
July
    13.34  
July
    9.51            
August
    20.88  
August
    32.88  
August
    25.17  
August
    14.01  
August
    8.56            
September
    19.69  
September
    37.93  
September
    18.65  
September
    14.62  
September
    10.03            
October
    19.88  
October
    39.72  
October
    15.18  
October
    12.61  
October
    10.70            
November
    20.22  
November
    39.33  
November
    14.17  
November
    13.26  
November
    9.23            
December
    20.32  
December
    38.39  
December
    15.60  
December
    12.85  
December
    10.32            
 
 
QUALCOMM INCORPORATED (QCOM)
 
QUALCOMM Incorporated engages in the development, design, manufacture, and marketing of digital wireless telecommunications products and services.  The company operates in four segments:  Qualcomm Code Division Multiple Access Technologies, Qualcomm Technology Licensing, Qualcomm Wireless and Internet, and Qualcomm Strategic Initiatives.  The Qualcomm Code Division Multiple Access Technologies segment develops and supplies code division multiple access (CDMA)-based integrated circuits and system software for wireless voice and data communications and multimedia functions, as well as global positioning system products based on its CDMA technology and other technologies.  The Qualcomm Technology Licensing segment grants licenses to use portions of its intellectual property portfolio comprising patent rights useful in the manufacture and sale of certain wireless products, such as products implementing cdmaOne, CDMA2000, WCDMA, CDMA TDD, and/or OFDMA standards and their derivatives.  The Qualcomm Wireless and Internet segment comprises Qualcomm Internet Services that provides content enablement services for the wireless industry and push-to-talk and other products and services for wireless network operators; Qualcomm Government Technologies, which offers development, hardware, and analytical services to the United States government agencies involving wireless communications technologies; Qualcomm Enterprise Services that provides satellite and terrestrial-based two-way data messaging, position reporting, wireless application services, and managed data services to transportation and logistics companies and other enterprise companies; and Firethorn, which builds and manages software applications that enable financial institutions and wireless operators to offer mobile commerce services.  The Qualcomm Strategic Initiatives segment makes strategic investments to promote the worldwide adoption of CDMA-based products and services.  QUALCOMM primarily operates in the United States, South Korea, China, and Japan.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    47.96  
January
    37.66  
January
    42.42  
January
    34.55  
January
    39.19  
January
    54.13  
February
    47.16  
February
    40.30  
February
    42.39  
February
    33.43  
February
    36.68  
February
    59.58  
March
    50.61  
March
    42.66  
March
    41.00  
March
    38.91  
March
    41.96            
April
    51.34  
April
    43.80  
April
    43.19  
April
    42.32  
April
    38.68            
May
    45.21  
May
    42.95  
May
    48.54  
May
    43.59  
May
    35.56            
June
    40.07  
June
    43.39  
June
    44.37  
June
    45.20  
June
    32.84            
July
    35.26  
July
    41.65  
July
    55.34  
July
    46.21  
July
    38.08            
August
    37.67  
August
    39.89  
August
    52.65  
August
    46.42  
August
    38.30            
September
    36.35  
September
    42.26  
September
    42.97  
September
    44.98  
September
    45.13            
October
    36.39  
October
    42.73  
October
    38.26  
October
    41.33  
October
    45.16            
November
    36.59  
November
    40.78  
November
    33.57  
November
    45.00  
November
    46.82            
December
    37.79  
December
    39.35  
December
    35.83  
December
    46.26  
December
    49.49            

RESEARCH IN MOTION LIMITED (RIMM)
 
Research In Motion Limited is a designer, manufacturer and marketer of wireless solutions for the worldwide mobile communications market.  Through the development of integrated hardware, software and services that support multiple wireless network standards, Research In Motion provides platforms and solutions for access to information, including e-mail, phone, short message service, Internet and intranet-based applications.  Research In Motion’s portfolio of products, services and embedded technologies are used by organizations worldwide and include the BlackBerry wireless solution, the Research In Motion Wireless Handheld product line, software development tools, and other hardware and software.  Research In Motion operates offices in North America, Europe and Asia Pacific.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    22.51  
January
    42.59  
January
    93.88  
January
    55.40  
January
    62.91  
January
    59.11  
February
    23.51  
February
    46.87  
February
    103.80  
February
    39.94  
February
    70.88  
February
    66.20  
March
    28.29  
March
    45.50  
March
    112.23  
March
    43.11  
March
    73.97            
April
    25.54  
April
    43.86  
April
    121.63  
April
    69.50  
April
    71.19            
May
    21.63  
May
    55.36  
May
    138.87  
May
    78.64  
May
    60.69            
June
    23.26  
June
    66.66  
June
    116.90  
June
    71.09  
June
    49.26            
July
    21.88  
July
    71.33  
July
    122.82  
July
    75.99  
July
    57.53            
August
    27.50  
August
    85.41  
August
    121.60  
August
    73.06  
August
    42.84            
September
    34.22  
September
    98.55  
September
    68.30  
September
    67.63  
September
    48.69            
October
    39.16  
October
    124.51  
October
    50.43  
October
    58.73  
October
    56.92            
November
    46.28  
November
    113.82  
November
    42.47  
November
    57.89  
November
    61.83            
December
    42.59  
December
    113.40  
December
    40.58  
December
    67.54  
December
    58.13            
 
 
RF MICRO DEVICES, INC. (RFMD)
 
RF Micro Devices, Inc. designs and manufactures radio frequency components and compound semiconductors in the United States and internationally.  The company provides integrated circuits, including gain blocks, low-noise amplifiers, power amplifiers, receivers, transmitters, transceivers, modulators, demodulators, attenuators, switches, frequency synthesizers, and voltage-controlled oscillators.  Its multi-chip modules product line comprises power amplifier modules, active antenna products, voltage controlled oscillators, phase-locked loops, coaxial resonator oscillators, active mixers, hybrid amplifiers, power doublers, and optical receivers; and passive components, such as splitters, couplers, mixers, transformers, isolators, and circulators.  The company’s products enable worldwide mobility and provide connectivity and support advanced functionality in the cellular handset, wireless infrastructure, wireless local area network, cable television (CATV)/broadband, and aerospace and defense markets.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    7.28  
January
    7.72  
January
    3.23  
January
    1.08  
January
    3.85  
January
    6.72  
February
    6.73  
February
    7.98  
February
    3.17  
February
    0.91  
February
    4.21  
February
    7.50  
March
    8.65  
March
    6.23  
March
    2.66  
March
    1.33  
March
    4.98            
April
    9.30  
April
    6.25  
April
    3.37  
April
    2.11  
April
    5.64            
May
    7.25  
May
    6.53  
May
    4.00  
May
    2.85  
May
    4.80            
June
    5.97  
June
    6.24  
June
    2.90  
June
    3.76  
June
    3.91            
July
    6.15  
July
    6.94  
July
    3.27  
July
    5.20  
July
    4.17            
August
    6.62  
August
    5.95  
August
    3.88  
August
    4.70  
August
    4.88            
September
    7.58  
September
    6.73  
September
    2.92  
September
    5.43  
September
    6.14            
October
    7.30  
October
    6.22  
October
    1.99  
October
    3.98  
October
    7.29            
November
    7.70  
November
    5.78  
November
    1.33  
November
    4.32  
November
    7.01            
December
    6.79  
December
    5.71  
December
    0.78  
December
    4.77  
December
    7.35            


SK TELECOM CO., LTD. (SKM)
 
SK Telecom Co., Ltd. provides wireless telecommunications services in Korea.  The company offers wireless Internet services, including mobile music and game portal services; multimedia services, such as movies, music, animation, games, sports, entertainment content, and TV programs; and wired and wireless integrated Internet multimedia services.  It also provides Telematics, an automotive digital convergence service that provides route guidance, real-time traffic information, emergency assistance, and facility location through mobile phones; digital home network services; and satellite digital media broadcasting, a broadcasting service that allows users to watch TV through mobile phones, PDAs, and other portable devices.  In addition, the company offers finance-related content and information on stock trading, financial investment, and insurance; Mobile RFID, a wireless Internet service; Mobile Cyworld, a service that enables users to chat with family and friends; and T interactive, which provides users with access to news and weather information, and magazines.  Further, it provides B2B services, including network services; text messaging services; business continuity planning solutions; M2M solution, a real-time wireless data transmission solution; and Speed M, a mobile groupware service for corporations, as well as international roaming and video telephony services.  Additionally, the company provides international and long distance telephony, VoIP (Voice over IP), telephony, corporate telephony, and local value added telephony services, as well as broadband services.  The company was formerly known as Korea Mobile Telecommunications Co., Ltd. and changed its name to SK Telecom Co., Ltd. in March 1997.

2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    23.23  
January
    23.75  
January
    24.84  
January
    16.35  
January
    17.33  
January
    17.30  
February
    24.15  
February
    22.81  
February
    22.40  
February
    13.39  
February
    16.68  
February
    17.59  
March
    23.59  
March
    23.42  
March
    21.61  
March
    15.45  
March
    17.26            
April
    26.70  
April
    24.83  
April
    22.57  
April
    15.67  
April
    18.51            
May
    26.10  
May
    26.86  
May
    22.72  
May
    15.73  
May
    15.55            
June
    23.42  
June
    27.35  
June
    20.77  
June
    15.15  
June
    14.73            
July
    23.41  
July
    28.14  
July
    21.32  
July
    16.83  
July
    16.38            
August
    21.90  
August
    27.37  
August
    20.40  
August
    15.56  
August
    16.02            
September
    23.63  
September
    29.70  
September
    18.82  
September
    17.45  
September
    17.47            
October
    24.08  
October
    30.81  
October
    17.21  
October
    16.71  
October
    18.43            
November
    25.93  
November
    31.67  
November
    16.21  
November
    16.57  
November
    17.98            
December
    26.48  
December
    29.84  
December
    18.18  
December
    16.26  
December
    18.63            

 
SPRINT NEXTEL CORPORATION (S)
 
Sprint Nextel Corporation offers wireless and wireline communications products and services to consumers, businesses, and government users in the United States, Puerto Rico, and the U.S. Virgin Islands.  Its Wireless segment provides wireless mobile voice and data transmission services on networks that utilize CDMA and iDEN technologies, and offers fourth generation (4G) wireless service.  Its wireless mobile voice communications services include basic local and long distance wireless voice services, voicemail, call waiting, three way calling, caller identification, directory assistance, call forwarding, speakerphone, and voice-activated dialing features, as well as roaming services; and wireless data communications services comprise Internet access and messaging, email services, wireless photo and video offerings, and mobile entertainment applications, as well as asset and fleet management, dispatch services, and navigation tools.  This segment also offers walkie-talkie services; and sells accessories, such as carrying cases, hands-free devices, batteries, and battery chargers, as well as handsets and accessories to agents and other third-party distributors for resale.  In addition, it provides Sprint-branded post-paid, Boost Mobile-branded prepaid, and wholesale wireless services over the company’s CDMA network in the United States, Puerto Rico, and the U.S. Virgin Islands; and Nextel-branded post-paid and Boost Mobile-branded prepaid wireless services over the iDEN network.  The company’s Wireline segment provides wireline voice and data communications services, including domestic and international data communications using various protocols, such as multi-protocol label switching, IP, IP-based frame relay, managed network services, voice over IP, and traditional voice services.  It also offers wide-area network and long distance services, as well as operates an all-digital long distance and 40 gigabyte capacity Tier 1 IP network.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    20.76  
January
    17.83  
January
    10.53  
January
    2.43  
January
    3.28  
January
    4.52  
February
    21.80  
February
    19.30  
February
    7.11  
February
    3.29  
February
    3.33  
February
    4.37  
March
    23.44  
March
    18.96  
March
    6.69  
March
    3.57  
March
    3.80            
April
    22.50  
April
    20.03  
April
    7.99  
April
    4.36  
April
    4.25            
May
    21.21  
May
    22.85  
May
    9.36  
May
    5.15  
May
    5.13            
June
    19.99  
June
    20.71  
June
    9.50  
June
    4.81  
June
    4.24            
July
    19.80  
July
    20.53  
July
    8.14  
July
    4.00  
July
    4.57            
August
    16.92  
August
    18.92  
August
    8.72  
August
    3.66  
August
    4.06            
September
    17.15  
September
    19.00  
September
    6.10  
September
    3.95  
September
    4.63            
October
    18.69  
October
    17.10  
October
    3.13  
October
    2.96  
October
    4.13            
November
    19.51  
November
    15.52  
November
    2.79  
November
    3.71  
November
    3.78            
December
    18.89  
December
    13.13  
December
    1.83  
December
    3.66  
December
    4.23            

 
UNITED STATES CELLULAR CORPORATION (USM)
 
United States Cellular Corporation provides wireless voice and data telephone services under the U.S. Cellular brand name in the United States.  It owns, operates, and invests in wireless markets.  The company principally offers wide area and national consumer plans that can be tailored to a customer’s needs by the addition of features or feature packages.  United States Cellular also provides a wide range of wireless handset devices and laptop cards, as well as other accessories, such as carrying cases, hands-free devices, batteries, and battery chargers.  In addition, it offers custom usage features, such as wide-area, national, and mobile-to-mobile call delivery; caller id blocking; call forwarding; voice mail; call waiting; and three-way calling, as well as custom data features comprising email services, instant messaging, and text and picture messaging.  The company markets its products and services through various channels consisting of retail sale and service centers, independent agents, and direct sale, as well as Internet and telesales.  United States Cellular Corporation is a subsidiary of Telephone and Data Systems, Inc.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    50.90  
January
    72.10  
January
    71.10  
January
    41.95  
January
    36.57  
January
    48.74  
February
    54.95  
February
    71.75  
February
    63.00  
February
    34.40  
February
    36.63  
February
    49.98  
March
    59.36  
March
    73.45  
March
    55.00  
March
    33.34  
March
    41.38            
April
    62.40  
April
    72.50  
April
    55.15  
April
    34.00  
April
    42.08            
May
    60.00  
May
    79.37  
May
    62.63  
May
    41.53  
May
    41.51            
June
    60.60  
June
    90.60  
June
    56.55  
June
    38.45  
June
    41.15            
July
    60.15  
July
    97.00  
July
    59.65  
July
    35.82  
July
    47.03            
August
    59.95  
August
    97.25  
August
    52.30  
August
    36.51  
August
    41.92            
September
    59.70  
September
    98.20  
September
    46.92  
September
    39.07  
September
    45.97            
October
    63.41  
October
    94.15  
October
    38.31  
October
    36.61  
October
    46.46            
November
    67.32  
November
    82.00  
November
    39.43  
November
    37.26  
November
    45.78            
December
    69.59  
December
    84.10  
December
    43.24  
December
    42.41  
December
    49.94            

VERIZON COMMUNICATIONS INC. (VZ)
 
Verizon Communications Inc. provides communication services in the United States and internationally.  It operates in two segments, Wireline and Domestic Wireless.  The Wireline segment provides voice, Internet access, broadband video and data, next generation IP network services, network access, and long distance services to consumers, carriers, businesses, and government customers.  The Domestic Wireless segment offers in wireless voice and data products, and other value-added services, as well as sells equipment.  This segment serves approximately 90 million customers.  The company was formerly known as Bell Atlantic Corporation and changed its name to Verizon Communications Inc. in June 2000.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    28.38  
January
    35.83  
January
    36.12  
January
    27.91  
January
    27.49  
January
    35.62  
February
    30.21  
February
    34.79  
February
    33.79  
February
    26.66  
February
    27.03  
February
    36.92  
March
    30.53  
March
    35.27  
March
    33.91  
March
    28.22  
March
    28.98            
April
    29.61  
April
    35.52  
April
    35.96  
April
    28.35  
April
    27.00            
May
    27.97  
May
    40.49  
May
    35.95  
May
    27.34  
May
    25.71            
June
    30.02  
June
    38.30  
June
    33.08  
June
    28.71  
June
    26.18            
July
    30.31  
July
    39.65  
July
    31.81  
July
    29.97  
July
    29.06            
August
    31.53  
August
    38.96  
August
    32.82  
August
    29.00  
August
    29.53            
September
    33.28  
September
    41.19  
September
    29.98  
September
    28.28  
September
    32.59            
October
    33.16  
October
    42.86  
October
    27.72  
October
    27.65  
October
    32.48            
November
    32.50  
November
    40.19  
November
    30.51  
November
    29.40  
November
    32.01            
December
    34.64  
December
    40.64  
December
    31.68  
December
    30.96  
December
    35.78            

 
VIVO PARTICIPAÇÕES S.A. (VIV)
 
Vivo Participacoes S.A., through its subsidiaries, provides cellular telecommunications services in Brazil.  It provides voice and ancillary services, including voicemail and voicemail notification, call forwarding, three-way calling, caller identification, short messaging, limitation on the number of used minutes, cellular chat room, and data service, such as wireless application protocol service.  It also offers direct access to the Internet through Data cards, as well as provides multimedia message service and mobile execution environment, which enables the wireless devices to download applications and execute them on the mobile with a user interface that contains icons on the wireless device to identify the services, such as voice mail, downloads, and text messaging.  In addition, the company offers roaming services through agreements with local cellular service providers in Brazil and other countries that allow its subscribers to make and receive calls while out of its concession areas; and interactivity services with radio and television providers.  Further, it sells WCDMA GSM handsets and broadband cards compatible with WCDMA and CDMA EVDO technology.  The company offers its products and services through its own stores, dealers, lottery shops, physical and online card distributors, drugstores, newspaper stands, book stores, bakeries, gas stations, bars, and restaurants.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    19.28  
January
    15.24  
January
    23.48  
January
    14.18  
January
    27.99  
January
    34.04  
February
    19.80  
February
    14.80  
February
    24.28  
February
    16.21  
February
    27.06  
February
    36.81  
March
    17.12  
March
    14.04  
March
    23.84  
March
    13.05  
March
    27.11            
April
    16.52  
April
    18.24  
April
    27.00  
April
    15.96  
April
    26.47            
May
    10.12  
May
    19.60  
May
    28.04  
May
    20.17  
May
    27.32            
June
    9.84  
June
    20.04  
June
    25.44  
June
    18.94  
June
    25.92            
July
    10.08  
July
    17.96  
July
    22.76  
July
    22.77  
July
    26.74            
August
    12.80  
August
    19.00  
August
    20.92  
August
    22.76  
August
    24.00            
September
    12.48  
September
    19.84  
September
    16.56  
September
    25.25  
September
    27.17            
October
    13.96  
October
    23.56  
October
    10.94  
October
    24.25  
October
    28.64            
November
    15.60  
November
    23.12  
November
    12.41  
November
    30.50  
November
    28.87            
December
    16.40  
December
    21.88  
December
    12.54  
December
    31.00  
December
    32.59            

VODAFONE GROUP PUBLIC LIMITED COMPANY (VOD)
 
Vodafone Group Public Limited Company provides mobile communications internationally. The company offers various handsets; voice and messaging services; data services comprising Internet, email, music, games, and television; and fixed services, including fixed voice and fixed broadband solutions. It also offers value added services, such as Vodafone Email Plus and Windows Mobile Email; Vodafone PC Backup and Restore; Vodafone Money Transfer system; and roaming services. In addition, the company’s enterprise services include Vodafone One Net, which combines fixed and mobile communications in one system; Vodafone Unified Communications, which provides one interface for various communications, access emails, share documents and files, access calendars, hold Web and video conferences, and exchange instant messages; and enterprise mobile voice connections. Its business managed services include logistics, cost control, and security and online management portals offering single-sign-on services; and machine-to-machine communications for businesses to automate the capture of data, perform real-time diagnostics, and control assets remotely. The company has approximately 341.1 million mobile customers. The company was formerly known as Vodafone AirTouch plc and changed its name to Vodafone Group Plc in July 2000.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    21.11  
January
    29.39  
January
    34.85  
January
    18.59  
January
    21.46  
January
    28.36  
February
    19.32  
February
    27.90  
February
    32.23  
February
    17.75  
February
    21.77  
February
    28.62  
March
    20.90  
March
    26.86  
March
    29.51  
March
    17.42  
March
    23.31            
April
    23.70  
April
    28.73  
April
    31.66  
April
    18.35  
April
    22.20            
May
    23.00  
May
    31.43  
May
    32.09  
May
    18.82  
May
    20.10            
June
    21.30  
June
    33.63  
June
    29.46  
June
    19.49  
June
    20.67            
July
    21.68  
July
    30.35  
July
    26.83  
July
    20.58  
July
    23.48            
August
    21.69  
August
    32.40  
August
    25.55  
August
    21.72  
August
    24.20            
September
    22.86  
September
    36.30  
September
    22.10  
September
    22.50  
September
    24.81            
October
    25.85  
October
    39.27  
October
    19.27  
October
    22.19  
October
    27.51            
November
    26.36  
November
    37.25  
November
    19.58  
November
    22.69  
November
    25.06            
December
    27.78  
December
    37.32  
December
    20.44  
December
    23.09  
December
    26.44            
 
 
WINDSTREAM CORPORATION (WIN)
 
Windstream Corporation, together with its subsidiaries, provides various telecommunications services in rural communities in the United States.  The company provides local telephone, high-speed Internet, long distance, network access, and video services.  It also offers various enhanced service features, including call waiting, call forwarding, caller identification, three-way calling, no-answer transfer, and voice-mail.  In addition, the company provides cable television services, as well as supplies telecommunications equipment, including switch modules; wired and wireless voice and data transport equipment; outside plant products and pole-line hardware; high-speed Internet modems; in-building wiring and jacks; VoIP telephone systems; and local area networking products.  It serves residential and business customers.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    11.79  
January
    14.88  
January
    11.61  
January
    8.68  
January
    10.31  
January
    12.81  
February
    12.35  
February
    15.05  
February
    11.76  
February
    7.46  
February
    10.13  
February
    12.54  
March
    13.16  
March
    14.69  
March
    11.95  
March
    8.06  
March
    10.89            
April
    13.05  
April
    14.62  
April
    11.74  
April
    8.30  
April
    11.04            
May
    12.32  
May
    15.02  
May
    13.34  
May
    8.41  
May
    10.67            
June
    11.45  
June
    14.76  
June
    12.34  
June
    8.36  
June
    10.56            
July
    12.53  
July
    13.76  
July
    11.92  
July
    8.77  
July
    11.40            
August
    13.20  
August
    14.28  
August
    12.42  
August
    8.57  
August
    11.51            
September
    13.19  
September
    14.12  
September
    10.94  
September
    10.13  
September
    12.29            
October
    13.72  
October
    13.45  
October
    7.51  
October
    9.64  
October
    12.66            
November
    13.94  
November
    12.95  
November
    8.86  
November
    9.92  
November
    13.04            
December
    14.22  
December
    13.02  
December
    9.20  
December
    10.99  
December
    13.94            





 

 

 
 
1,000,000,000 Depositary Receipts
 
Wireless HOLDRSSM Trust
 
 
 

PROSPECTUS

 


 
March 15, 2011
 

 
 
 


 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.  Indemnification of Directors and Officers.
 
Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
 
Article XIV, Section 2 of the Restated Certificate of Incorporation of Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that, subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith Incorporated shall indemnify its directors and officers to the full extent authorized or permitted by law.
 
The directors and officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated are insured under policies of insurance maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the policies, against certain losses arising from any claim made against them by reason of being or having been such directors or officers.  In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all of its directors providing for indemnification of such persons by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or permitted by law, subject to certain limited exceptions.
 
Item 16.  Exhibits.
 
See Index to Exhibits.
 
Item 17.  Undertakings.
 
The undersigned Registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act.
 
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
(4)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
 
 
(5)
For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(6)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on March 15, 2011.
 
 
  Merrill Lynch, Pierce, Fenner & Smith Incorporated  
       
       
  By:
*
 
  Name:  Sallie L. Krawcheck  
  Title:  Co-Chief Executive Officer  
    Executive Vice President and Director  
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 10 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 15, 2011.
 
 
Signature
 
Title
*
 
 
Co-Chief Executive Officer, Executive Vice
President and Director
Sallie L. Krawcheck
 
(Principal Executive Officer)
     
*
 
Co-Chief Executive Officer, Executive Vice
President and Director
Thomas K. Montag
 
(Principal Executive Officer)
     
*
 
Chief Financial Officer and Senior Vice President
Robert Qutub
 
 
(Principal Financial Officer and Principal
Accounting Officer)
     
*
 
Executive Vice President and Director
Bruce R. Thompson
   
     
*By:
/s/ Liam B. O’Neil
 
 
Attorney-in-Fact
Liam B. O’Neil
   

 

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 September 27, 2000 as an exhibit to the Amendment No. 1 to the registration statement filed on Form S-1 for Wireless HOLDRS.
 
*4.2
Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, dated as of November 22, 2000, filed on September 27, 2000 as an exhibit to the Amendment No. 1 to the registration statement filed on Form S-1 for Wireless HOLDRS.
 
*5.1
Opinion of Shearman & Sterling LLP regarding the validity of the Wireless HOLDRS Receipts, filed on September 27, 2000 as an exhibit to the Amendment No. 1 to the registration statement filed on Form S-1 for Wireless HOLDRS.
 
*8.1
Opinion of Shearman & Sterling LLP, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on September 27, 2000 as an exhibit to the Amendment No. 1 to the registration statement filed on Form S-1 for Wireless HOLDRS.
 
*8.2
Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on July 14, 2003 as an exhibit to Amendment No. 4 to the registration statement filed on Form S-1 for Wireless HOLDRS.
 
*24.1
Power of Attorney of Sallie L. Krawcheck, Thomas K. Montag, Robert Qutub and Bruce R. Thompson.
 

*  Previously filed
 
 
 
 
 

II-4