POS AM 1 ss113522_posam-software.htm POST-EFFECTIVE AMENDMENT NO. 10 TO FORM S-1
As filed with the Securities and Exchange Commission on March 15, 2011
 
Registration No. 333-43766
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 charter)
________________________
 
Software HOLDRSSM Trust
[Issuer with respect to the receipts]
 
Delaware
(State or other jurisdiction
of incorporation or organization)
6211
(Primary Standard Industrial Classification Code Number)
13-5674085
(I.R.S. Employer
Identification Number)

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

 
 
 
 

PROSPECTUS
 
 
1,000,000,000 Depositary Receipts
Software HOLDRSSM Trust
___________________________
 
The Software HOLDRSSM Trust issues Depositary Receipts called Software 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 software industry.  The Bank of New York Mellon is the trustee.  You only may acquire, hold or transfer Software HOLDRSSM in a round-lot amount of 100 Software HOLDRSSM or round-lot multiples.  Software HOLDRSSM are separate from the underlying deposited common stock or American depositary shares that are represented by the Software HOLDRSSM.  For a list of the names and the number of shares of the companies that make up a Software HOLDRSM, see “Highlights of Software HOLDRS—The Software HOLDRS” in this prospectus.  The Software HOLDRSSM trust will issue Software HOLDRSSM on a continuous basis.
 
Investing in Software HOLDRSSM involves significant risks.  See “Risk Factors” starting on page 4.
 
Software HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates.  Software 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 Software HOLDRSSM are listed on the NYSE Arca under the symbol “SWH.”  On March 11, 2011, the last reported sale price of the Software HOLDRSSM on the NYSE Arca was $48.89.
 
________________
 
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 representation 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 Software 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 Software 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 Software HOLDRS or of the underlying securities through an investment in the Software HOLDRS.
 
 
 
The Software HOLding Company Depositary ReceiptS or HOLDRS Trust was formed under the depositary trust agreement, dated as of September 22, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Software 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 Software HOLDRS is specified under “Highlights of Software HOLDRS—The Software HOLDRS.”  This group of common stock or American depositary shares, and the securities of any company that may be added to the Software HOLDRS, are collectively referred to in this prospectus as the common stock, the securities or the underlying securities.  The companies included in the Software 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 Software HOLDRS are separate from the deposited underlying securities that are represented by the Software HOLDRS.  On March 11, 2011, there were 1,701,400 Software HOLDRS outstanding.
 
 
 
 
 
 
 
 
 
 
An investment in Software HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Software HOLDRS, including the risks associated with a concentrated investment in software companies.
 
General Risk Factors
 
 
●
Loss of investment.  Because the value of Software HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Software HOLDRS if the underlying securities decline in value.
 
 
●
Discount trading price.  Software 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 Software HOLDRS or other corporate events, such as mergers, a Software 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 Software 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 Software 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 software industry.  At the time of the initial offering, on September 26, 2000, the companies included in the Software HOLDRS were generally considered to be involved in various segments of the software industry; however, since the time of the initial offering, the companies included in the Software HOLDRS may not be involved in the software industry.  In this case, the Software HOLDRS may not consist of securities issued only by companies involved in the software industry.  In addition, the market price of the underlying securities and the Software HOLDRS may not necessarily follow the price movements of the entire software industry generally.  If the underlying securities decline in value, your investment in the Software HOLDRS will decline in value, even if securities prices of companies in the software industry generally increase in value.
 
 
●
Not necessarily comprised of solely software companies.  As a result of distributions of securities by companies included in the Software HOLDRS or other corporate events, such as mergers, securities of companies that are not currently included in the Software HOLDRS and that are not involved in the software industry may be included in the Software HOLDRS.  The securities of a new company will only be distributed from the Software HOLDRS if the securities have a different Standard & Poor’s Corporation (“Standard & Poor’s”) sector classification than any of the underlying issuers included in Software HOLDRS at the time of the distribution or the corporate event or if the securities are not listed for trading on a U.S. national securities exchange.  As of January 2, 2002, Standard & Poor’s Corporation sector classifications are based upon the Standard & Poor’s Global Industry Classification Standard (“GICS”) sectors.  As there are only 10 broadly defined GICS sector classifications, the use of GICS sectors to determine whether a new company will be included in, or whether the securities of a new company are distributed from, the Software HOLDRS provides no assurance that each new company included in the Software HOLDRS will be involved in the software industry.  Currently, the underlying securities included in the Software HOLDRS are represented in the Information Technology GICS sector.  As each Standard & Poor’s GICS sector is defined very broadly, the securities of a new company could have the same GICS sector classification as a company currently included in the Software HOLDRS yet not be involved in the software industry.  In addition, the GICS sector classifications of securities included in the Software 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 Software HOLDRS, which may also result in the inclusion in the Software HOLDRS of the securities of a new company that is not involved in the software industry.
 
 
●
No investigation of underlying securities.  The underlying securities initially included in the Software HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of the issuers and the market liquidity of securities in the software industry, without regard for the value, price performance, volatility or investment merit of the underlying securities.  Consequently, the Software HOLDRS Trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and each of their respective affiliates, have not performed, and will not in the future perform, any investigation or review of the selected companies, including the public filings by the companies.  Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates.
 
 
●
Loss of diversification.  As a result of industry developments, reorganizations, or market fluctuations affecting issuers of the underlying securities, Software HOLDRS may not necessarily be a diversified investment in the software 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 Software HOLDRS, may also reduce diversification.  As a result, Software 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 Software 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 Software 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 Software HOLDRS will involve payment of a cancellation fee to the trustee.
 
 
●
Trading halts.  Trading in Software HOLDRS on the NYSE Arca may be halted if (i) the Software HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Software HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Software 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 Software HOLDRS, you will not be able to trade Software HOLDRS and you will only be able to trade the underlying securities if you cancel your Software HOLDRS and receive each of the underlying securities.
 
 
●
Delisting from the NYSE Arca.  The NYSE Arca may consider delisting the Software HOLDRS if (i) the Software HOLDRS has fewer than the required number of record and/or beneficial holders for 30 or more consecutive trading days; (ii) the number of Software HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; (iii) the market value of all Software 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 Software HOLDRS on the NYSE Arca inadvisable.  If the Software HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Software HOLDRS are listed for trading on another U.S. national securities exchange within five business days from the date the Software 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 Software 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 Software 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 Software Industry
 
 
●
The stock prices of some of the companies included in the Software HOLDRS have been and will likely continue to be volatile, which will directly affect the price volatility of the Software HOLDERS, and you could lose all or a substantial part of your investment.  The trading prices of the securities of some companies included in the Software HOLDRS have been volatile.  These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:
 
 
§
general market fluctuations;
 
 
§
actual or anticipated variations in companies’ quarterly operating results;
 
 
§
announcements of technological innovations or new services offered by competitors of the companies included in the Software HOLDRS;
 
 
§
changes in financial estimates by securities analysts;
 
 
§
legal or regulatory developments affecting the companies included in the Software HOLDRS or in the software industry;
 
 
§
announcements by competitors of the companies included in the Software HOLDRS of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
 
 
§
additions or departures of key personnel;
 
 
§
sales of software companies’ securities in the open market; and
 
 
§
difficulty in obtaining additional financing.
 
In addition, the trading prices of some software 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 software 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 software companies or Internet-based companies, generally, could depress the stock price of a software company regardless of its results.  Other broad market and industry factors may decrease the stock price of software 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 software stocks.  Current economic conditions have adversely affected employment and other significant elements of the economy that drive productivity and the financial strength of businesses.  These economic conditions could have a material adverse effect on the financial condition and results of operations of companies whose common stock are included in Software HOLDRS.  The United States’ war on terrorism and potential military operations in other areas of the world may have an unpredictable effect on economic
 
 
conditions of companies whose common stock are included in Software HOLDRS.  The results of operations and financial condition of these companies could be adversely impacted if those events or other related events cause further disruptions in the economy.
 
As a result of fluctuations in trading prices of the companies included in the Software HOLDRS, the trading price of Software HOLDRS has fluctuated significantly.  The initial offering price of a Software HOLDR, on September 26, 2000 was $98.21, and during 2010, the price of a Software HOLDR reached a high of $4.89 and a low of $3.53.
 
 
●
A decline in information technology spending may result in a decrease in revenues or lower the growth rate of the companies whose securities are included in Software HOLDRS.  A decline in the demand for information technology among current and prospective customers of the companies included in Software HOLDRS may result in decreased revenues or a lower growth rate for these companies because their sales depend, in part, on their customers’ level of funding for new or additional information technology systems and services.
 
 
●
Companies whose securities are included in the Software 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 Software HOLDRS.  Companies whose securities are included in Software 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 Software HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, or delay their introduction of new products and services.  Any of these actions may reduce the market price of stocks in the software industry.
 
 
●
Many software companies may not successfully introduce new products, develop and maintain a loyal customer base or achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business, result of operations and financial condition.  The ability of a software company to obtain, maintain or increase market share depends on timely introduction and market acceptance of new products offered by software companies.  The software market is characterized by rapidly changing technology, evolving industry standards and practices, frequent new product and service introductions and enhancements and changing customer demands.  The success of many software companies will depend on their ability to adapt to rapidly changing technologies, to adapt their services to evolving industry standards and to continually improve performance, features and the reliability of their products.  Software companies must also quickly develop, introduce and deliver their products, or incur the risk that their competitors will introduce the same or similar products or products which could make their product obsolete.  In addition, the widespread adoption of new Internet, networking or telecommunications standards and other technological changes could require substantial expenditures to modify or adapt the existing products offered by software companies.
 
 
●
The products of some software companies have relatively short life cycles, which could result in significant fluctuations in the operating results of these software companies.  The products of some companies included in the Software HOLDRS have a limited life cycle and it is difficult to estimate when they will become obsolete.  As a result, it is difficult to forecast future revenue growth or sources of future revenue.  If a software company does not develop and introduce new products before existing products have completed their life cycles and ensure that existing customers continue to use their products, it may not be possible for a software company to sustain its current level of sales.
 
 
●
Inability to manage rapid growth could adversely affect systems, management resources and revenues.  Success of the marketing strategies of many of these companies will place extraordinary demands on their network infrastructure and technical support.  Expansion has placed and will continue to place a
 
 
 
 
 
 
significant strain on the financial, operational, management, marketing and sales systems and resources of many software companies.  There can be no assurance that these companies will complete the necessary improvements to their systems, procedures and controls necessary to support their future operations in a timely manner or that management will be able to hire, train, retain and manage required personnel to manage such rapid growth.
 
 
●
Inability to adequately protect proprietary rights may harm the competitive positions of many software companies.  Many software companies rely on a combination of patent, copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect proprietary rights in their products and services.  There can be no assurance that these companies will be able to protect their intellectual property if they are unable to enforce their rights or if they do not detect unauthorized use of their intellectual property.  Furthermore, any steps taken to protect intellectual property may be inadequate, time consuming and expensive.  In addition, software companies may be subject to claims that their products and services infringe the intellectual property rights of others.  Any claim, whether meritorious or not, could be time consuming, result in costly litigation, delay product or service introduction or require software companies to enter into royalty or licensing agreements.  Legal standards relating to the scope of protection of intellectual property rights in software and related industries are still evolving, and the future viability or value of any of the intellectual property rights of software companies is uncertain.
 
 
●
Some companies included in the Software HOLDRS derive significant revenue from only a few customers, and a failure to retain these customers or add new customers could affect the business of the companies.  Sales to a small number of customers generate a disproportionate amount of the revenue for some companies included in the Software HOLDRS.  If any of these significant customers were to reduce their purchases, the revenues of these companies would be substantially affected.  Some of the companies included in the Software HOLDRS do not have long-term contracts or specific volume purchase contracts with significant customers and therefore cannot be sure that these customers will continue to purchase products at current levels and, as a result, a customer that generates substantial revenue in a particular period may not be a source of revenue in subsequent periods.
 
 
●
The international operations of some software 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 companies included in the Software HOLDRS have international operations and derive substantial revenue from international sales.  The risks of international business that the companies are exposed to include the following:
 
 
·
volatility in general economic, social and political conditions;
 
 
·
the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems;
 
 
·
differing tax rates, tariffs, exchange controls or other similar restrictions;
 
 
·
currency fluctuations; and
 
 
·
changes in, and compliance with, domestic and foreign laws and regulations which impose a range of restrictions on operations, trade practices, foreign trade and international investment decisions.
 
 
●
The products of some software companies may contain defects or errors, which may make it more difficult to gain market acceptance for their products and may reduce revenues.  The products of software companies must be developed quickly to keep pace with the rapidly changing software market.  Despite extensive product testing, complex software products and services are likely to contain undetected errors or defects.  In the past, some software companies have experienced delays in releasing some versions of their products until software problems were corrected.  Some products may
 
 
 
 
not be free from errors or defects after commercial shipments have begun, which could result in the rejection of products and damage to their reputations, as well as lost revenues, diverted development resources and increased service and warranty costs, all of which could negatively affect the revenues of a software company.
 
 
●
Many software 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 of any software 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 software 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 Software HOLDRS.  Companies included in the Software 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 may be located outside the United States.  As a result, it may be impossible to effect service of process within the United States on many of the companies included in the Software 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 Software HOLDRS.  Holders of American depositary shares, including those that may, from time to time, be included in the Software 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 be able to exercise voting rights unless they take a variety of steps, which may 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 Software HOLDRS.  We present certain information more fully in the rest of this prospectus.  You should read the entire prospectus carefully before you purchase Software HOLDRS.
 
Issuer
Software HOLDRS Trust.
   
The trust
The Software HOLDRS Trust was formed under the depositary trust agreement, dated as of September 22, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Software 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 Software HOLDRS representing the underlying securities issued by the trust.  The trustee holds the underlying securities on behalf of the holders of Software HOLDRS.
   
Purpose of Software HOLDRS
Software HOLDRS were designed to achieve the following:
 
Diversification.  Software HOLDRS were initially designed to allow you to diversify your investments in the software 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 Software HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Software HOLDRS, and can cancel their Software HOLDRS to receive each of the underlying securities represented by the Software HOLDRS.
 
Transaction costs.  The expenses associated with buying and selling Software HOLDRS in the secondary market are expected to be less than separately buying and selling each of the underlying securities in a traditional brokerage account with transaction-based charges.
   
Trust assets
The trust holds securities traded on U.S. stock markets that, when initially selected, were issued by companies involved in the software 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 Software 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 Software HOLDRS
The trust has issued, and may continue to issue, Software 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 Software HOLDRS themselves are separate from the underlying securities that are represented by the Software HOLDRS.
 
The following table provides:
 
 
·
 the names of the issuers of the underlying securities currently represented by the Software HOLDRS;
     
 
·
 the stock ticker symbols;
     
 
·
 the share amounts currently represented by a round-lot of 100 Software HOLDRS; and
     
 
·
 the primary U.S. market on which the underlying securities of the selected companies are traded.
 
Name of Company
 
Ticker
 
Share Amounts
 
Primary U.S. Trading Market
Adobe Systems Incorporated
 
ADBE
 
13.3800
   
NASDAQ GS
BMC Software, Inc.
 
BMC
 
7.0000
   
NASDAQ GS
CA Technologies1
 
CA
 
17.0000
   
NASDAQ GS
Check Point Software Technologies Ltd.
 
CHKP
 
6.0000
   
NASDAQ GS
Intuit Inc.
 
INTU
 
12.0000
   
NASDAQ GS
Microsoft Corporation
 
MSFT
 
30.0000
   
NASDAQ GS
Nuance Communications, Inc.
 
NUAN
 
0.7700
   
NASDAQ GS
Openwave Systems Inc.
 
OPWV
 
0.6667
   
NASDAQ GS
Oracle Corporation
 
ORCL
 
24.0000
   
NASDAQ GS
SAP AG-preference shares
 
SAP
 
16.0000
   
NYSE
Sapient Corporation
 
SAPE
 
3.0000
   
NASDAQ GS
Symantec Corporation
 
SYMC
 
7.8694
   
NASDAQ GS
TIBCO Software Inc.
 
TIBX
 
5.0000
   
NASDAQ GS

______________________________ 
1 Effective May 2010, CA, Inc,, an underlying constituent of the Software HOLDRS Trust, changed its name to CA Technologies.  The ticker and CUSIP will remain the same.
 
 
 
 
 
 
 
 
 
The companies whose securities were initially included in the Software HOLDRS at the time Software HOLDRS were originally issued on September 26, 2000 were generally considered to be among the largest and most liquid companies with U.S.-traded securities involved in the software industry, as measured by market capitalization and trading volume on August 10, 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 Software HOLDRS in a round-lot of 100 Software HOLDRS and round-lot multiples.  The trust will only issue Software HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Software HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Software HOLDRS, the trust may require a minimum of more than one round-lot of 100 Software HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Software HOLDRS.
 
The number of outstanding Software 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 Software HOLDRS on a continuous basis when an investor deposits the required securities with the trustee.
   
Purchases
You may acquire Software 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 Software HOLDRS by delivering to the trust the requisite securities represented by a round-lot of 100 Software 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 Software HOLDRS.  If you wish to cancel your Software 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 Software HOLDRS.
   
Commissions
If you choose to deposit underlying securities in order to receive Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software HOLDRS themselves will not have voting rights.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rights relating to the underlying securities
Software HOLDRS represents your beneficial ownership of the underlying securities.  Owners of Software HOLDRS have the same rights and privileges as if they owned beneficially the underlying securities  in “street name” outside of Software HOLDRS.  These include the right to instruct the trustee to vote the underlying securities, 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 Software HOLDRS and the right to surrender Software HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement”.  Software 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 Software HOLDRS.  However, due to the nature of Software HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Software HOLDRS (and pay the applicable fees) and receive all of the underlying securities.
 
A holder of Software HOLDRS is not a registered owner of the underlying securities.  In order to become a registered owner, a holder of Software HOLDRS would need to surrender their Software 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 Software HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Software HOLDRS in “street name” through a brokerage account.  The trustee will not attempt to exercise the right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions.
 
The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with respect to the underlying securities.  However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or the distributed securities have a Standard & Poor’s GICS sector classification that is different from the GICS sector classifications represented by the companies included in the Software 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 Software 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 Software HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Software 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 Software HOLDRS or other corporate events, such as mergers, a Software 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 Software 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 Software HOLDRS are outstanding and each round-lot of 100 Software HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Software HOLDRS.  If holders of 50,000 round-lots of 100 Software HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Software 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 Software HOLDRS to you in the following four circumstances:
 
 
 A.
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 Software HOLDRS.
     
  B. If the Securities and Exchange Commission (the “SEC”) finds that an issuer of underlying securities should be registered as an
 
 
    investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Software 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 Software 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 Software 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 Software 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 Software HOLDRS, as a result of a distribution of securities by an underlying issuer, where a corporate event occurs, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities have a Standard & Poor’s GICS sector classification that is different from the GICS sector classification of any other security then included in the Software 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 Software 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 Software HOLDRS or distributed from the Software HOLDRS to you.
 
 
Standard & Poor’s sector classifications
Standard and 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 Software HOLDRS are currently represented in the Information Technology GICS sector.  The Standard & Poor’s GICS sector classifications of the securities included in the Software 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 Software 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 Software 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 Software HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, vote to dissolve and liquidate the trust.
 
 
If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event.
 
Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Software 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 Software HOLDRS as directly owning the underlying securities.  The Software 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 Software HOLDRS are listed on the NYSE Arca under the symbol “SWH.”
   
Trading
Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Software HOLDRS.  Bid and ask prices, however, are quoted per single Software HOLDR.
 
 
Clearance and settlement
Software HOLDRS have been issued only in book-entry form.  Software 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 Software HOLDRS.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General.  This discussion highlights information about the Software 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 Software HOLDRS.  The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”
 
The Software HOLDRS Trust.  The trust was formed pursuant to the depositary trust agreement, dated as of September 22, 2000.  The depositary trust agreement was amended on November 22, 2000.  The Bank of New York Mellon is the trustee.  The Software HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.
 
The Software HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Software 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 Software HOLDRS under the depositary trust agreement described in this prospectus under the heading “Description of the Depositary Trust Agreement.”  The trust may issue additional Software HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee.
 
You may only acquire, hold, trade and surrender Software HOLDRS in a round-lot of 100 Software HOLDRS and round-lot multiples.  The trust will only issue Software HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Software 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 Software HOLDRS, the trust may require a minimum of more than one round-lot of 100 Software HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Software HOLDRS.
 
Software 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 Software HOLDRS—The Software HOLDRS.”
 
Beneficial owners of Software 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, 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 Software HOLDRS or cancel Software HOLDRS to receive the underlying securities.  See “Description of the Depositary Trust Agreement.”  Software HOLDRS are not intended to change your beneficial ownership in the underlying securities under United States 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.  Software 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 Software HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Software HOLDRS.  Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”
 
Software 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.  Software HOLDRS are available only in book-entry form.  Owners of Software HOLDRS may hold their Software 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 Software HOLDRS were the shares of common stock or American depositary shares of specified companies that, at the time of initial selection, were involved in various aspects of the software industry and whose securities were registered under section 12 of the Exchange Act.  The issuers of the underlying securities were, as of the time of initial selection, among the largest capitalized and most liquid companies involved in the software 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 Software HOLDRS may no longer meet the initial selection criteria and Software HOLDRS may no longer consist exclusively of securities issued by companies involved in the software industry.
 
Underlying securities.  For a list of the underlying securities represented by Software HOLDRS, please refer to “Highlights of Software HOLDRS—The Software 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 Software 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 Software HOLDR, measured at the close of the business day as of the end of each month from April 13, 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 13
    55.73  
January 31
    47.63  
January 31
    35.10  
January 31
    23.86  
April 28
    58.30  
February 28
    37.53  
February 28
    29.99  
February 28
    23.69  
May 31
    52.75  
March 30
    30.87  
March 28
    31.69  
March 31
    22.53  
June 30
    60.69  
April 30
    38.66  
April 30
    27.18  
April 30
    25.23  
July 31
    53.43  
May 31
    36.42  
May 31
    25.02  
May 30
    27.48  
August 31
    61.84  
June 29
    39.46  
June 28
    25.06  
June 30
    27.46  
September 29
    57.05  
July 31
    36.17  
July 31
    21.39  
July 31
    28.06  
October 31
    54.82  
August 31
    31.19  
August 30
    21.51  
August 29
    29.21  
November 30
    40.55  
September 28
    26.27  
September 30
    18.55  
September 30
    29.59  
December 29
    38.81  
October 31
    29.62  
October 31
    23.84  
October 31
    30.65  
         
November 30
    33.58  
November 29
    26.59  
November 28
    30.61  
         
December 31
    34.27  
December 31
    23.46  
December 31
    32.77  


2004
  
Closing Price
  
2005
  
Closing Price
  
2006
  
Closing Price
  
2007
  
Closing Price
  
January 30
     33.14  
January 31
     33.53  
January 31
     37.87  
January 31
     39.97  
February 27
     32.17  
February 28
     33.38  
February 28
     36.92  
February 28
     38.64  
March 31
     31.80  
March 31
     33.12  
March 31
     37.56  
March 30
     38.78  
April 30
     31.42  
April 29
     32.20  
April 28
     37.14  
April 30
     40.69  
May 28
     32.18  
May 31
     34.11  
May 31
     33.97  
May 31
     41.73  
June 30
     33.68  
June 30
     33.61  
June 30
     34.68  
June 29
     41.05  
July 30
     31.63  
July 29
     34.49  
July 31
     33.86  
July 31
     40.77  
August 31
     30.76  
August 31
     34.26  
August 31
     36.18  
August 31
     41.21  
September 30
     32.77  
September 30
     34.52  
September 29
     38.74  
September 28
     43.24  
October 29
     35.19  
October 31
     34.73  
October 31
     40.25  
October 31
     46.04  
November 30
     36.14  
November 30
     35.84  
November 30
     40.67  
November 30
     42.31  
December 31
     36.35  
December 30
     35.66  
December 29
     40.58  
December 31
     43.93  

 
 
2008
 
Closing
Price
 
2009
 
Closing
Price
 
2010
 
Closing
Price
 
2011
 
Closing
Price
 
January 31
    40.09  
January 30
    28.01  
January 29
    39.63  
January 31
    48.39  
February 29
    37.45  
February 27
    26.48  
February 26
    40.69  
February 28
    50.29  
March 31
    38.61  
March 31
    29.93  
March 31
    42.56            
April 30
    39.56  
April 30
    31.94  
April 30
    42.92            
May 30
    43.35  
May 29
    33.52  
May 28
    38.54            
June 30
    40.30  
June 30
    34.49  
June 30
    36.30            
July 31
    41.09  
July 31
    37.34  
July 30
    39.39            
August 29
    42.15  
August 31
    37.91  
August 31
    37.99            
September 30
    39.50  
September 30
    38.59  
September 30
    41.64            
October 31
    30.85  
October 30
    38.72  
October 29
    45.31            
November 28
    28.38  
November 30
    40.52  
November 30
    43.07            
December 31
    29.30  
December 31
    42.06  
December 31
    47.07            


 
 
 
 
 
 
 
 
 
General.  The depositary trust agreement, dated as of September 22, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Software HOLDRS, provides that Software 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 Software 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 Software HOLDRS.  You may create and cancel Software HOLDRS only in round-lots of 100 Software HOLDRS.  You may create Software HOLDRS by delivering to the trustee the requisite underlying securities.  The trust will only issue Software HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Software HOLDRS.  In the event that a fractional share comes to be represented by a round-lot of Software HOLDRS, the trust may require a minimum of more than one round-lot of 100 Software HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Software HOLDRS.  Similarly, you must surrender Software HOLDRS in integral multiples of 100 Software 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 Software 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 Software HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software HOLDRS.
 
Further issuances of Software HOLDRS.  The depositary trust agreement provides for further issuances of Software HOLDRS on a continuous basis without your consent.
 
Reconstitution events.  The depositary trust agreement provides for the automatic distribution of underlying securities from Software HOLDRS to you in the following four circumstances:
 
 
A.
If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software HOLDRS or distributed from the Software 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 Software HOLDRS are currently represented in the Information Technology GICS sector.  The Standard & Poor’s GICS sector classifications of the securities included in the Software 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 Software HOLDRS will surrender their Software 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 Software 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 Software HOLDRS are delisted.  Finally, the trust will terminate if 75% of the owners of outstanding Software 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 Software 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 Software 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 Software HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Software HOLDRS.
 
Issuance and cancellation fees.  If you wish to create Software HOLDRS by delivering to the trust the requisite underlying securities represented by a round-lot of 100 Software HOLDRS, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Software HOLDRS.  If you wish to cancel your Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software HOLDRS
 
A U.S. receipt holder purchasing and owning Software HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 Software HOLDRS.  Similarly, with respect to sales of Software HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Software 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 Software 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 Software 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 Software 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 Software 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 Software 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 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 Software 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 Software 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 Software 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 Software 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 Software 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 of such an exemption have been satisfied.  Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Software 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 Software HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Software HOLDRS.  The trust delivered the initial distribution of Software HOLDRS against deposit of the underlying securities in New York, New York on approximately September 29, 2000.
 
Investors who purchase Software 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 Software 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 Software 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 Software HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Software 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 Software HOLDRS.
 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Software 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 Software HOLDRS.  This prospectus relates only to Software 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 Software 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 Software 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.
 
ADOBE SYSTEMS INCORPORATED (ADBE)
 
Adobe Systems Incorporated operates as a diversified software company in the Americas, Europe, the Middle East, Africa, and Asia.  It offers a line of creative, business, Web, and mobile software and services used by creative professionals, knowledge workers, consumers, original equipment manufacturers, developers, and enterprises.  The company’s Creative Solutions segment focuses on solutions for professional publishing, Web design and development, professional photography, video production, animation and motion graphic production, and printing visually rich information.  Its Business Productivity Solutions segment provides applications and services to share information and collaborate; and server-based enterprise interaction solutions that automate people-centric processes.  The company’s Platform segment offers developer solutions and technologies, including Adobe Flash Player, Adobe AIR, and Flash Builder, which are used to build rich application experiences in addition to solutions that create experiences through rich content, user interfaces, and data services on mobile and non-PC devices, such as cellular phones and consumer devices.  Its Print and Publishing segment includes products and services that address market opportunities ranging from the diverse publishing needs of technical and business publishing, and OEM printing businesses.  The company’s Omniture segment provides Web analytics and online business optimization products and services to manage online, offline, and multi-channel business initiatives.  Its software runs on personal computers with Microsoft Windows, Apple Mac OS, Linux, UNIX, and various non-PC platforms.  The company distributes its products through a network of distributors, value-added resellers, systems integrators, independent software vendors, and OEMs directly to end users and through its Website adobe.com.  It has a strategic alliance with Conviva, Inc.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    39.73  
January
    38.87  
January
    34.93  
January
    19.31  
January
    32.30  
January
    33.05  
February
    38.55  
February
    39.25  
February
    33.65  
February
    16.70  
February
    34.65  
February
    34.50  
March
    34.95  
March
    41.70  
March
    35.59  
March
    21.39  
March
    35.37            
April
    39.20  
April
    41.56  
April
    37.29  
April
    27.35  
April
    33.60            
May
    28.63  
May
    44.06  
May
    44.06  
May
    28.18  
May
    32.08            
June
    30.36  
June
    40.15  
June
    39.39  
June
    28.30  
June
    26.43            
July
    28.51  
July
    40.29  
July
    41.35  
July
    32.42  
July
    28.72            
August
    32.44  
August
    42.75  
August
    42.83  
August
    31.42  
August
    27.70            
September
    37.46  
September
    43.66  
September
    39.47  
September
    33.04  
September
    26.15            
October
    38.25  
October
    47.90  
October
    26.64  
October
    32.94  
October
    28.15            
November
    40.16  
November
    42.14  
November
    23.16  
November
    35.08  
November
    27.80            
December
    41.12  
December
    42.73  
December
    21.29  
December
    36.78  
December
    30.78            
 
 
BMC SOFTWARE, INC. (BMC)
 
BMC Software, Inc. develops software that provides system and service management solutions primarily for enterprises in the United States and internationally.  The company’s Enterprise Service Management segment offers service assurance solutions that manage event management, service impact management, capacity management, and end user experience management; service automation solutions comprising server and application provisioning, the management of configuration settings and changes, and compliance with configuration policies; service support that manages service desk, incident management, problem management, asset management, service level management, change and release management, and identity management; and BMC Atrium, which provides shared technologies that unify data and processes from disparate management tools, and assigns priorities to business services.  Its Mainframe Service Management segment provides mainframe data management solutions that ensure the availability and reliability of business critical data and applications; infrastructure management, which include the MAINVIEW product line that delivers business-centric systems management, intelligent optimization, and capacity management for an array of mainframe infrastructure components; and enterprise scheduling and output management solutions comprising the CONTROL-M product line, a set of features enabling data centers to automate their complex workloads and critical business processes.  The company also offers consulting, implementation, integration, IT process design and re-engineering, and educational services related to its software products.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    22.10  
January
    34.39  
January
    32.07  
January
    25.33  
January
    38.64  
January
    47.70  
February
    21.87  
February
    30.86  
February
    32.28  
February
    29.63  
February
    36.84  
February
    49.50  
March
    21.66  
March
    30.79  
March
    32.52  
March
    33.00  
March
    38.00            
April
    21.54  
April
    32.37  
April
    34.76  
April
    34.67  
April
    39.36            
May
    20.15  
May
    33.14  
May
    40.10  
May
    34.10  
May
    37.01            
June
    23.90  
June
    30.30  
June
    36.00  
June
    33.79  
June
    34.63            
July
    23.42  
July
    28.72  
July
    32.89  
July
    34.03  
July
    35.58            
August
    26.62  
August
    30.62  
August
    32.56  
August
    35.65  
August
    36.05            
September
    27.22  
September
    31.23  
September
    28.63  
September
    37.53  
September
    40.48            
October
    30.31  
October
    33.84  
October
    25.82  
October
    37.16  
October
    45.46            
November
    32.56  
November
    33.08  
November
    24.96  
November
    38.73  
November
    44.40            
December
    32.20  
December
    35.64  
December
    26.91  
December
    40.10  
December
    47.14            

 
 
 
 
 
 
CA TECHNOLOGIES (CA)
 
CA Technologies, together with its subsidiaries, engages in the design, development, marketing, licensing, and support of information technology (IT) management software products that operate on a range of hardware platforms and operating systems.  The company was formerly known as CA, Inc. and changed its name to CA Technologies in May 2010.  The company has a portfolio of software products and services that address its customers’ needs for mainframe and distributed environments, spanning IT governance, IT management, and IT security.  It focuses on various areas that include infrastructure management, project and portfolio management, security management, service management, application performance management, and data center automation and virtualization.  CA Technologies offers Enterprise IT Management software for organizations to manage IT in computing environments, which include people, information, processes, systems, networks, and applications, as well as databases from a Web service to the mainframe to a virtualized cloud, regardless of the hardware or software customers they are using.  The company licenses its products principally to IT service providers, financial services companies, governmental agencies, retailers, manufacturers, educational institutions, and healthcare institutions worldwide.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    27.30  
January
    24.55  
January
    22.00  
January
    17.99  
January
    22.04  
January
    23.80  
February
    27.16  
February
    26.04  
February
    22.88  
February
    16.95  
February
    22.50  
February
    24.78  
March
    27.21  
March
    25.91  
March
    22.50  
March
    17.61  
March
    23.47            
April
    25.36  
April
    27.26  
April
    22.14  
April
    17.25  
April
    22.82            
May
    21.73  
May
    26.53  
May
    26.54  
May
    17.45  
May
    20.25            
June
    20.55  
June
    25.83  
June
    23.09  
June
    17.43  
June
    18.40            
July
    20.96  
July
    25.08  
July
    24.02  
July
    21.14  
July
    19.56            
August
    23.57  
August
    25.19  
August
    23.91  
August
    22.29  
August
    17.99            
September
    23.69  
September
    25.72  
September
    19.96  
September
    21.99  
September
    21.12            
October
    24.76  
October
    26.45  
October
    17.80  
October
    20.92  
October
    23.20            
November
    21.70  
November
    24.49  
November
    16.84  
November
    22.10  
November
    22.89            
December
    22.65  
December
    24.95  
December
    18.53  
December
    22.46  
December
    24.44            


CHECK POINT SOFTWARE TECHNOLOGIES LTD. (CHKP)
 
Check Point Software Technologies Ltd., together with its subsidiaries, develops, markets, and supports a range of software  and hardware products and services for information technology security worldwide.  The company offers its customers a portfolio of network and gateway security solutions, data and endpoint security solutions, and management solutions.  Its solutions operate under a unified security architecture that enables end-to-end security with a single line of unified security gateways and enables a single agent for various endpoint securities.  The company’s network and gateway security solutions include Firewall that inspects traffic as it passes through security gateways; intrusion prevention technologies; virtual private networks; content screening; messaging security; Web-based communications; security acceleration; and virtualization.  Its data and endpoint security technologies include Personal Firewall; Data Protection; Remote Access virtual private networks; and Anti-Malware.  The company’s security management solutions include centralized policy management; provisioning tools that allow the daily deployment and removal of individual entities, monitoring tools; auditing tools; and security information and event management.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    21.56  
January
    23.86  
January
    21.30  
January
    22.67  
January
    31.98  
January
    44.55  
February
    21.26  
February
    22.58  
February
    21.92  
February
    21.97  
February
    32.60  
February
    49.84  
March
    20.02  
March
    22.28  
March
    22.40  
March
    22.21  
March
    35.07            
April
    19.37  
April
    23.55  
April
    23.62  
April
    23.17  
April
    35.62            
May
    19.30  
May
    23.36  
May
    24.83  
May
    23.35  
May
    30.67            
June
    17.60  
June
    22.81  
June
    23.67  
June
    23.47  
June
    29.48            
July
    16.80  
July
    24.36  
July
    22.83  
July
    26.69  
July
    34.02            
August
    18.59  
August
    23.46  
August
    24.49  
August
    27.87  
August
    34.87            
September
    19.08  
September
    25.18  
September
    22.74  
September
    28.35  
September
    36.93            
October
    20.72  
October
    25.26  
October
    20.22  
October
    31.05  
October
    42.75            
November
    22.90  
November
    22.82  
November
    20.61  
November
    31.59  
November
    42.87            
December
    21.92  
December
    21.96  
December
    18.99  
December
    33.88  
December
    46.26            
 
 
INTUIT INC. (INTU)
 
Intuit Inc. provides business and financial management solutions for small and medium sized businesses, consumers, accounting professionals, and financial institutions in the United States, Canada, India and the United Kingdom.  The company offers QuickBooks financial and business management software and services, technical support, financial supplies, and Web site design and hosting services for small and medium-sized businesses; and small business payroll products and services, as well as merchant services comprising credit and debit card processing, electronic check conversion, and automated clearing house services.  It also provides TurboTax income tax preparation products and services for consumers and small business owners; Lacerte and ProSeries professional tax products and services; and QuickBooks Premier Accountant Edition and the QuickBooks ProAdvisor Program for accounting professionals.  In addition, the company offers outsourced online banking services for banks and credit unions, as well as Quicken personal finance products and services.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    26.17  
January
    31.45  
January
    30.69  
January
    22.65  
January
    29.61  
January
    46.93  
February
    24.31  
February
    29.51  
February
    26.56  
February
    22.79  
February
    32.36  
February
    52.58  
March
    26.60  
March
    27.36  
March
    27.01  
March
    27.00  
March
    34.32            
April
    27.09  
April
    28.45  
April
    26.97  
April
    23.13  
April
    36.19            
May
    27.65  
May
    30.50  
May
    28.96  
May
    27.22  
May
    35.74            
June
    30.27  
June
    30.08  
June
    27.57  
June
    28.19  
June
    34.77            
July
    30.87  
July
    28.64  
July
    27.33  
July
    29.70  
July
    39.75            
August
    30.26  
August
    27.31  
August
    30.07  
August
    27.77  
August
    42.74            
September
    32.09  
September
    30.30  
September
    31.61  
September
    28.50  
September
    43.81            
October
    35.30  
October
    32.17  
October
    25.06  
October
    29.07  
October
    47.98            
November
    31.52  
November
    29.32  
November
    22.16  
November
    29.21  
November
    44.89            
December
    30.51  
December
    31.61  
December
    23.79  
December
    30.73  
December
    49.30            
 
 
 
 
 
 
 
MICROSOFT CORPORATION (MSFT)
 
Microsoft Corporation provides software and hardware products and solutions worldwide.  The Client segment offers Windows Vista, comprising Home Basic, Home Premium, Ultimate, Business, Enterprise, and Starter editions; and Windows XP, including Professional, Home, Media Center, and Tablet PC editions.  The Server and Tools segment develops software server products, as well as software developer tools, services, and solutions consisting of Microsoft SQL Server, Visual Studio, Silverlight, System Center products, Forefront security products, Biz Talk Server, Microsoft Consulting Services, and Premier product support services.  The Online Services Business segment provides an online advertising platform; online information offerings; and email and instant messaging services.  This segment’s product line comprises Bing; Microsoft adCenter/adExpert; Microsoft Media Network; MSN portals, channels, and mobile services; Windows Live suite of applications and mobile services; Atlas online tools; MSN Premium Web Services; and Razorfish media agency services.  The Microsoft Business Division segment offers Microsoft Office system products and Microsoft Dynamics business solutions, including Microsoft Office; Microsoft Office Project; Microsoft Office Visio; Microsoft Office SharePoint Server; FAST ESP; Microsoft Exchange Server; Microsoft Exchange Hosted Services; Microsoft Office Live Meeting; Microsoft Office Communications Server; Microsoft Office Communicator; Microsoft Tellme Service; Microsoft Dynamics ERP products; Microsoft Dynamics CRM; and Microsoft Dynamics CRM Online.  The Entertainment and Devices Division segment provides Xbox 360 console and games; Xbox Live; Zune; Mediaroom; consumer software and hardware products, such as mice and keyboards; Windows Mobile software and services platform; Windows Embedded device operating system; Windows Automotive; and the Microsoft Surface computing platform.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    28.15  
January
    30.86  
January
    32.60  
January
    17.10  
January
    28.18  
January
    27.73  
February
    26.87  
February
    28.17  
February
    27.20  
February
    16.15  
February
    28.67  
February
    26.58  
March
    27.21  
March
    27.87  
March
    28.38  
March
    18.37  
March
    29.29            
April
    24.15  
April
    29.94  
April
    28.52  
April
    20.26  
April
    30.54            
May
    22.65  
May
    30.69  
May
    28.32  
May
    20.89  
May
    25.80            
June
    23.30  
June
    29.47  
June
    27.51  
June
    23.77  
June
    23.01            
July
    24.06  
July
    28.99  
July
    25.72  
July
    23.52  
July
    25.81            
August
    25.70  
August
    28.73  
August
    27.29  
August
    24.65  
August
    23.47            
September
    27.35  
September
    29.46  
September
    26.69  
September
    25.72  
September
    24.49            
October
    28.71  
October
    36.81  
October
    22.33  
October
    27.73  
October
    26.67            
November
    29.36  
November
    33.60  
November
    20.22  
November
    29.41  
November
    25.26            
December
    29.86  
December
    35.60  
December
    19.44  
December
    30.48  
December
    27.91            

 
 
 
 
 
 
 
NUANCE COMMUNICATIONS, INC. (NUAN)
 
Nuance Communications, Inc. offers speech, imaging, and keypad solutions for businesses, organizations, and consumers worldwide.  The company provides dictation and transcription solutions and services that automate the input and management of medical information to hospitals, clinics, group practices, and physicians; and speech recognition solutions to dictate, edit, and sign reports without manual transcription for radiology, cardiology, pathology, and related specialties.  It also offers a portfolio of enterprise solutions that automate a range of customer services and business processes in information and process-intensive vertical markets, such as telecommunication, financial service, utility, travel, entertainment, and government.  In addition, the company provides mobile solutions and services, which add voice control and texting capabilities to mobile devices and services, allowing people to dial a mobile phone, enter destination information into an automotive navigation system, dictate a text message, or have emails and screen information read aloud.  Further, it offers desktop dictation solutions that allow users to automatically convert speech into text.  Additionally, the company provides PDF and document imaging solutions to reduce the time and cost associated with creating, using, and sharing documents for professionals in various enterprises.  Nuance Communications, Inc. markets and distributes its products through a global network of resellers, including system integrators, independent software vendors, value-added resellers, hardware vendors, telecommunications carriers, and distributors, as well as sells directly through a sales force and an e-commerce Website.  The company was formerly known as ScanSoft, Inc. and changed its name to Nuance Communications, Inc. in November 2005.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    8.54  
January
    11.55  
January
    15.89  
January
    9.86  
January
    15.02  
January
    20.33  
February
    10.70  
February
    14.09  
February
    16.49  
February
    8.86  
February
    14.39  
February
    18.66  
March
    11.81  
March
    15.31  
March
    17.41  
March
    10.84  
March
    16.64            
April
    12.83  
April
    15.41  
April
    20.28  
April
    13.35  
April
    18.26            
May
    8.72  
May
    16.73  
May
    19.72  
May
    12.40  
May
    17.04            
June
    10.06  
June
    16.73  
June
    15.67  
June
    12.10  
June
    14.95            
July
    9.26  
July
    16.48  
July
    15.52  
July
    13.20  
July
    16.51            
August
    7.85  
August
    18.80  
August
    15.80  
August
    12.33  
August
    14.65            
September
    8.17  
September
    19.31  
September
    12.19  
September
    14.96  
September
    15.64            
October
    11.54  
October
    22.11  
October
    9.15  
October
    13.11  
October
    15.71            
November
    10.27  
November
    20.18  
November
    9.18  
November
    15.19  
November
    17.68            
December
    11.46  
December
    18.68  
December
    10.36  
December
    15.53  
December
    18.18            
 
 
 
 
 
 
 
 
OPENWAVE SYSTEMS INC. (OPWV)
 
Openwave Systems Inc. provides software solutions for the communication and media industries in North America, Latin America, the Asia Pacific region, Europe, the Middle East, and Africa.  It offers products in the areas of server software, which includes service management, mobile analytics, and location application, as well as converged messaging products for mobile and broadband service products for mobile operators.  The service management products manage content and media with a platform and services, which enhance the mobile Internet experience.  The mobile analytics products enable operators to identify and proactively manage bandwidth allocation, as well as make business decisions based on subscriber behaviors and trends by aggregating subscriber data and behavioral information across various data sources, including on portal and open Internet browsing, mobile email messaging, video and audio streaming, device type, demographics, and location.  The location application products enable location-based services through infrastructure and applications for emergency and commercial location services.  The converged messaging products enable enhanced, integrated mobile and broadband communications through converged, IP-based multimedia messaging products.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    21.55  
January
    8.82  
January
    2.07  
January
    0.73  
January
    2.23  
January
    2.03  
February
    19.85  
February
    8.16  
February
    2.06  
February
    0.82  
February
    2.59  
February
    2.22  
March
    21.58  
March
    8.15  
March
    2.45  
March
    0.97  
March
    2.30            
April
    18.61  
April
    7.35  
April
    2.14  
April
    1.20  
April
    2.23            
May
    14.14  
May
    10.30  
May
    1.98  
May
    1.76  
May
    2.15            
June
    11.54  
June
    6.26  
June
    1.49  
June
    2.24  
June
    2.03            
July
    6.58  
July
    5.26  
July
    1.43  
July
    2.63  
July
    2.03            
August
    8.09  
August
    4.52  
August
    1.44  
August
    2.77  
August
    1.62            
September
    9.36  
September
    4.38  
September
    1.24  
September
    2.60  
September
    1.70            
October
    8.63  
October
    3.96  
October
    0.75  
October
    2.27  
October
    2.06            
November
    8.40  
November
    2.75  
November
    0.54  
November
    2.36  
November
    2.39            
December
    9.23  
December
    2.60  
December
    0.65  
December
    2.28  
December
    2.12            
 
 
 
 
 
 
 
 
 
 
ORACLE CORPORATION (ORCL)
 
Oracle Corporation, an enterprise software company, engages in the development, manufacture, distribution, servicing, and marketing of database, middleware, and application software worldwide.  The company’s New Software Licenses segment provides licenses for database and middleware software, including database management, application server, business intelligence, identification and access management, content management, portal and user interaction, data integration, and development tools; and applications software that offers enterprise information for customer relationship management, financials, human resources, maintenance management, manufacturing, marketing, order fulfillment, product lifecycle management, enterprise project portfolio management, procurement, sales, services, enterprise resource planning, and supply chain planning.  Its Software License Updates and Products Support segment offers rights to unspecified software product upgrades and maintenance releases, and Internet access to technical content, as well as Internet and telephone access to technical support personnel.  The company’s Consulting segment provides services in the areas of business strategy and analysis, business process simplification, and solutions integration, and the upgrade of software products.  Its On Demand segment offers software and hardware management, and maintenance services for its software products; and lifecycle management services, database and application management services, industry-specific solution support centers, and remote and on-site expert services.  The company’s Education segment provides instructor-led, media-based, and Internet-based training in the use of software products.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    12.57  
January
    17.16  
January
    20.55  
January
    16.83  
January
    23.06  
January
    32.03  
February
    12.42  
February
    16.43  
February
    18.80  
February
    15.54  
February
    24.65  
February
    32.90  
March
    13.69  
March
    18.13  
March
    19.56  
March
    18.07  
March
    25.71            
April
    14.59  
April
    18.80  
April
    20.85  
April
    19.34  
April
    25.87            
May
    14.22  
May
    19.38  
May
    22.84  
May
    19.59  
May
    22.57            
June
    14.49  
June
    19.71  
June
    21.00  
June
    21.42  
June
    21.46            
July
    14.97  
July
    19.12  
July
    21.53  
July
    22.13  
July
    23.64            
August
    15.66  
August
    20.28  
August
    21.93  
August
    21.88  
August
    21.85            
September
    17.74  
September
    21.65  
September
    20.31  
September
    20.84  
September
    26.85            
October
    18.47  
October
    22.17  
October
    18.29  
October
    21.10  
October
    29.38            
November
    19.05  
November
    20.18  
November
    16.09  
November
    22.08  
November
    27.05            
December
    17.14  
December
    22.58  
December
    17.73  
December
    24.53  
December
    31.30            


SAP AG (SAP)
 
SAP AG, together with its subsidiaries, develops, markets, and sells enterprise application software products for corporations, government agencies, and educational institutions in Europe, the Middle East, Africa, North America and Latin America, and the Asia Pacific Japan region.  The company offers SAP Business All-in-One, which provides preconfigured industry-specific solutions for midsize companies; SAP Business ByDesign that offers an on-demand solution for midsize companies; and SAP Business One, which provides capabilities for various work involved in managing a small business, such as financials, sales, and customer support.  The company also offers software-related services, which are support services provided by the SAP support units, such as SAP Active Global Support, SAP BusinessObjects’ Customer Assurance, and SME Services; and custom development provided by the SAP Custom Development organization, as well as professional services and other services, including consulting, education, and managed services.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    51.37  
January
    46.34  
January
    47.71  
January
    35.38  
January
    45.32  
January
    57.90  
February
    51.10  
February
    46.02  
February
    47.41  
February
    32.14  
February
    44.58  
February
    60.40  
March
    54.32  
March
    44.65  
March
    49.57  
March
    35.29  
March
    48.17            
April
    54.63  
April
    48.00  
April
    50.23  
April
    38.09  
April
    47.45            
May
    52.63  
May
    47.74  
May
    54.60  
May
    43.35  
May
    42.43            
June
    52.52  
June
    51.07  
June
    52.11  
June
    40.19  
June
    44.30            
July
    45.63  
July
    53.92  
July
    57.81  
July
    47.25  
July
    45.87            
August
    47.74  
August
    54.07  
August
    56.08  
August
    48.76  
August
    43.54            
September
    49.50  
September
    58.67  
September
    53.43  
September
    48.87  
September
    49.31            
October
    49.64  
October
    54.28  
October
    35.33  
October
    45.27  
October
    51.73            
November
    52.22  
November
    51.22  
November
    34.14  
November
    47.87  
November
    46.93            
December
    53.10  
December
    51.05  
December
    36.22  
December
    46.81  
December
    50.61            
 
 
SAPIENT CORPORATION (SAPE)
 
Sapient Corporation provides business, marketing, and technology consulting services worldwide.  It offers various interactive marketing and creative services, including visual concept, design, and implementation through multiple interactive media; brand building and direct response programs; audience segmentation and profiling strategies; customer loyalty strategies; customer relationship strategy and implementation; customer lead generation and management; and advertising campaigns.  The company also provides Web and interactive development services that include user interface and site design and development, custom application development, user research and testing, content management, and technology development and implementation, as well as quality assurance testing; and media planning and buying services, which enable clients to design and implement media and customer channel planning and buying strategies, as well as purchase and arrange for placement of clients’ advertisements.  In addition, Sapient Corporation offers strategic planning and marketing analytics; and marketing technologies, such as advertising campaign tracking and measurement software, e-commerce platform, selection and implementation of advertising campaign management systems, and application integration.  Further, the company provides consulting services to clients across four primary service areas comprising business and information technology strategy, business applications, business intelligence, and outsourcing; and trading and risk management services that enable capital markets and energy firms to enhance the performance of their trading operations.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    6.60  
January
    6.28  
January
    7.01  
January
    4.26  
January
    7.75  
January
    11.95  
February
    7.50  
February
    6.24  
February
    7.38  
February
    3.83  
February
    9.02  
February
    11.85  
March
    7.63  
March
    6.86  
March
    6.96  
March
    4.47  
March
    9.14            
April
    7.83  
April
    7.23  
April
    7.12  
April
    5.13  
April
    10.24            
May
    5.35  
May
    7.50  
May
    6.60  
May
    5.30  
May
    10.15            
June
    5.30  
June
    7.73  
June
    6.42  
June
    6.29  
June
    10.14            
July
    4.80  
July
    7.13  
July
    6.46  
July
    6.68  
July
    11.00            
August
    4.87  
August
    6.44  
August
    9.27  
August
    7.34  
August
    10.40            
September
    5.44  
September
    6.71  
September
    7.43  
September
    8.04  
September
    11.97            
October
    5.45  
October
    7.00  
October
    5.49  
October
    8.14  
October
    13.16            
November
    5.46  
November
    7.24  
November
    3.94  
November
    7.36  
November
    11.93            
December
    5.49  
December
    8.81  
December
    4.44  
December
    8.27  
December
    12.10            
 
 
 
 
 
 
 
 
SYMANTEC CORPORATION (SYMC)
 
Symantec Corporation provides security, storage, and systems management solutions to secure and manage information.  It operates in four segments: Consumer, Security and Compliance, Storage and Server Management, and Services.  The Consumer segment provides consumer security software suites and services, which include Internet security, PC tuneup, and backup for individual users and home offices.  The Security and Compliance segment provides solutions for enterprise security, endpoint management, and archiving applications.  The Storage and Server Management segment focuses on providing storage management, high availability, and backup and recovery solutions in heterogeneous storage and server platforms to enterprise customers.  The Services segment offers consulting services, which include advisory, product enablement, and residency services to enable customers to assess, design, transform, and operate their infrastructure; education services, including programs on technical training and security awareness training; and business critical services.  This segment also provides managed security services and software-as-a-service offerings.  In addition, it offers maintenance support contracts, including content, upgrades, and technical support to enterprises; and self-help online services, phone, chat, email support, and fee-based premium support and diagnostic services to consumers.  Symantec Corporation markets and sells its products through distributors, retailers and direct marketers. It has operations in the Americas, which includes the United States, Canada, and Latin America; EMEA that comprise Europe, the Middle East, and Africa; and the Asia Pacific-Japan region.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    18.38  
January
    17.71  
January
    17.93  
January
    15.33  
January
    16.95  
January
    17.61  
February
    16.89  
February
    17.10  
February
    16.84  
February
    13.83  
February
    16.55  
February
    18.03  
March
    16.83  
March
    17.30  
March
    16.62  
March
    14.94  
March
    16.93            
April
    16.38  
April
    17.60  
April
    17.22  
April
    17.25  
April
    16.77            
May
    15.60  
May
    19.99  
May
    21.73  
May
    15.63  
May
    14.17            
June
    15.54  
June
    20.20  
June
    19.35  
June
    15.58  
June
    13.88            
July
    17.35  
July
    19.20  
July
    21.07  
July
    14.93  
July
    12.97            
August
    18.62  
August
    18.81  
August
    22.31  
August
    15.12  
August
    13.63            
September
    21.28  
September
    19.38  
September
    19.58  
September
    16.47  
September
    15.13            
October
    19.84  
October
    18.78  
October
    12.58  
October
    17.58  
October
    16.19            
November
    21.22  
November
    17.80  
November
    12.03  
November
    17.75  
November
    16.80            
December
    20.85  
December
    16.14  
December
    13.52  
December
    17.89  
December
    16.74            
 
 
 
 
 
 
 
 
 
TIBCO SOFTWARE INC. (TIBX)
 
TIBCO Software Inc. provides infrastructure software solutions in the Americas, Europe, the Middle East, Africa, the Asia Pacific region, and Japan.  The company offers its products in the areas of service-oriented architecture, business optimization, and business process management.  Its service-oriented architecture product line turns information and functions into discrete and reusable components that can be used across the business and aggregated with other such services to create infrastructure applications; and delivers capabilities in the areas of service mediation, orchestration and communication, and the development of Internet applications.  The company’s business optimization product portfolio helps organizations convert and analyze data to create information and deliver it to employees, customers, and partners.  Its business process management product line assists organizations to coordinate the human and electronic resources inside a business, as well as its network of customers and partners.  The company also provides various professional services, including systems planning, design, installation, and integration, as well as offers various training, maintenance and support services.
 
2006
 
Closing Price
 
2007
 
Closing Price
 
2008
 
Closing Price
 
2009
 
Closing Price
 
2010
 
Closing Price
 
2011
 
Closing Price
 
January
    7.99  
January
    9.28  
January
    7.44  
January
    5.35  
January
    8.96  
January
    21.98  
February
    8.67  
February
    9.05  
February
    7.05  
February
    4.83  
February
    9.17  
February
    24.62  
March
    8.36  
March
    8.52  
March
    7.14  
March
    5.87  
March
    10.80            
April
    8.62  
April
    9.12  
April
    7.67  
April
    6.32  
April
    11.38            
May
    7.67  
May
    9.02  
May
    7.72  
May
    6.63  
May
    11.41            
June
    7.05  
June
    9.05  
June
    7.65  
June
    7.17  
June
    12.06            
July
    7.96  
July
    8.13  
July
    8.21  
July
    8.73  
July
    13.56            
August
    7.86  
August
    7.91  
August
    8.19  
August
    8.87  
August
    14.49            
September
    8.98  
September
    7.39  
September
    7.32  
September
    9.49  
September
    17.74            
October
    9.25  
October
    9.18  
October
    5.15  
October
    8.75  
October
    19.22            
November
    9.31  
November
    7.83  
November
    4.84  
November
    8.60  
November
    19.64            
December
    9.44  
December
    8.07  
December
    5.19  
December
    9.63  
December
    19.71            


 
 
 
 
 

 
 

 
 
 
 
 
 
1,000,000,000 Depositary Receipts
 
Software 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 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 7, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Software HOLDRS.
     
*4.2
  
Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, dated as of November 22, 2000, filed on November 28, 2000 as an exhibit to post-effective Amendment No. 1 to the registration statement filed on Form S-1 for Software HOLDRS.
     
*5.1
  
Opinion of Shearman & Sterling regarding the validity of the Software HOLDRS Receipts, filed on September 7, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Software HOLDRS.
     
*8.1
  
Opinion of Shearman & Sterling, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on September 7, 2000 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Software 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 Software HOLDRS.
     
*24.1
  
Power of Attorney of Sallie L. Krawcheck, Thomas K. Montag, Robert Qutub and Bruce R. Thompson.
 
__________________
 
* Previously filed.
 

 
 
 
 
 
 
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