UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

______________

Date of Report (Date of earliest event reported): ~~July~~April 97, ~~2010~~2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Telecom HOLDRS (SM) Trust

[Issuer with respect to the receipts]

DELAWARE

(State or other jurisdiction of
incorporation)

001-15651

Commission File Number

13-5674085

(I.R.S. Employer
Identification No.)

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One Bryant Park

New York, New York 10036

(Address of principal executive offices and zip code)

(212) 449-1000

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events

AsOn aApril ~~result~~1, of2011, the ~~spin-off~~merger of ~~Frontier~~Qwest Communications ~~Corporation~~International ~~from~~Inc. ~~Verizon~~and ~~Communications~~CenturyLink, Inc., abecame ~~component~~effective. As ofa ~~the Telecom HOLDRS Trust~~result, ~~Frontier~~Qwest Communications ~~Corporation~~International ~~was~~Inc. ~~added~~will asno longer be an underlying ~~security~~constituent of the Telecom HOLDRS Trust. In ~~effective~~connection ~~July~~with 8the merger, ~~2010~~Qwest Communications International Inc. ~~Shareholders~~ shareholders will receive 0.1664 of ~~Verizon~~a ~~Communications~~share of CenturyLink, Inc. ~~received~~for ~~0.2400397313~~each ~~shares~~share of ~~Frontier~~Qwest Communications ~~Corporation~~International Inc. The Bank of New York Mellon ~~received~~will 5receive 2.~~22326455308~~149435392 shares of ~~Frontier~~CenturyLink, ~~Communications~~Inc. ~~Corporation~~ for the 2112.7691728 shares of ~~Verizon~~Qwest Communications International Inc. per 100 share round-lot of Telecom HOLDRS. ~~Effective~~As ~~July~~a 8result, ~~2010~~effective April 1, 52011, 4.~~22326455308~~28687878798 shares of ~~Frontier~~CenturyLink, ~~Communications~~Inc. ~~Corporation~~ will be required for creations/cancellations per 100 share round-lot of Telecom HOLDRS.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

99.1 Telecom HOLDRS Trust Prospectus Supplement ~~July~~dated 9April 7, ~~2010~~2011 to Prospectus dated ~~April~~March 15, ~~2010~~2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED~~	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Date: July 9, 2010	By:	/s/ Liam B. O’Neil
Date: April 7, 2011	By:	/s/ Liam B. O’Neil
	Name:	Liam B. O’Neil
	Title:	Managing Director

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Telecom HOLDRS Trust Prospectus Supplement dated ~~July~~April 97, ~~2010~~2011 to Prospectus dated ~~April~~March 15, ~~2010~~2011.

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