UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): ~~June~~July 3012, ~~2008~~2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Regional Bank HOLDRS (SM) Trust

[Issuer with respect to the receipts]

DELAWARE

(State or other jurisdiction of incorporation)

001-15965

Commission File Number

13-5674085

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

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~~250~~One ~~Vesey Street~~Bryant Park

New York, New York ~~10281~~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 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events

~~(d)~~On ~~Exhibits~~July 5, 2011, the merger of Marshall & Ilsley Corporation with Bank of Montreal became effective. As a result, Bank of Montreal will replace Marshall & Ilsley Corporation as an underlying constituent of the Regional Bank HOLDRS Trust. In connection with the merger, Marshall & Ilsley Corporation shareholders will receive 0.1257 shares of Bank of Montreal for each share of Marshall & Ilsley Corporation. The Bank of New York Mellon will receive 0.7542 shares of Bank of Montreal for the six shares of Marshall & Ilsley Corporation per 100 share round-lot of Regional Bank HOLDRS that it had held prior to the merger. Effective July 6, 2011, 0.7542 shares of Bank of Montreal will be required for creations/cancellations per 100 share round-lot of Regional Bank HOLDRS instead of six shares of Marshall & Ilsley Corporation.

99Item 9.101. ~~Regional~~Financial ~~Bank HOLDRS Trust Prospectus Supplement dated June 30~~Statements, ~~2008~~Pro toForma ~~Prospectus~~Financial ~~dated~~Information ~~August~~and ~~15, 2007.~~Exhibits

(c)

Exhibits

99.1

Regional Bank HOLDRS Trust Prospectus Supplement dated July 12, 2011 to Prospectus dated March 15, 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
		MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
	INCORPORATED
Date: July 12, 2011	By:	/s/ Liam B. O’Neil
Date: August 11, 2008	By:	/s/	Satyanarayan R. Chada
		Name:	Liam B. O’Neil
	Name:	Satyanarayan R. Chada
		Title:	Managing Director
	Title:	Managing Director

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Regional Bank HOLDRS Trust Prospectus Supplement dated ~~June~~July 3012, ~~2008~~2011 to Prospectus dated ~~August~~March 15, ~~2007~~2011.

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