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): ~~August~~September 1130, 2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Utilities HOLDRS (SM) Trust

[Issuer with respect to the receipts]

DELAWARE

(State or other jurisdiction of

incorporation)

001-15963

Commission File Number

13-5674085

(I.R.S. Employer

Identification No.)

______________

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)

______________

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.):

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

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

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

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

Item 3.03 Material Modification to Rights of Security Holders and Amendments to Articles of Incorporation or Bylaws

On August 11, 2011, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as Initial Depositor (the “Initial Depositor”), and The Bank of New York Mellon, in its capacity as Trustee (“Trustee”), amended (such amendments collectively, the “Amendments”) the Depositary Trust Agreements for the B2B Internet HOLDRS Trust, Biotech HOLDRS Trust, Broadband HOLDRS Trust, Europe 2001 HOLDRS Trust, Internet HOLDRS Trust, Internet Architecture HOLDRS Trust, Internet Infrastructure HOLDRS Trust, Market 2000+ HOLDRS Trust, Oil Service HOLDRS Trust, Pharmaceutical HOLDRS Trust, Regional Bank HOLDRS Trust, Retail HOLDRS Trust, Semiconductor HOLDRS Trust, Software HOLDRS Trust, Telecom HOLDRS Trust, Utilities HOLDRS Trust and Wireless HOLDRS Trust (collectively, the “Trusts” and each, a “Trust”, which term does not include the CP HOLDRS Deposit Facility). The Amendments will become effective 30 days after notice is given by the Trustee to the persons in whose name the relevant depositary trust receipt is held (the “Owners”). Cede & Co., as the Owner of the receipts issued by each of the Trusts, was sent notice of the Amendments on August 12, 2011.

Early Termination

The Amendments add a new early termination event to the Depositary Trust Agreements. In the event the Initial Depositor gives notice to the Trustee of its decision to terminate a Trust, the Trust will be subject to early termination upon the Trustee mailing notice of such termination to the Owners of the receipts then outstanding at least 30 days prior to the termination date specified by the Initial Depositor. Cede & Co., as the Owner of receipts issued by each of the Trusts, will be sent notice of the Amendments on or about August 12, 2011.

Liquidation

Section 6.2(b) of the Standard Terms for Depositary Trust Agreements, dated as of September 2, 1994, as amended (the “Standard Terms”), gives the Trustee the authority to sell the underlying securities that remain in a Trust at any time after the expiration of one year following the termination date of a Trust. The Amendments reduce the one-year period to four months following the termination date of the Trust.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the relevant Amendment, which is attached as Exhibit 99.2 to this Current Report.

Item 8.01

Other Events

~~On August 11, 2011, Merrill Lynch & Co~~1., ~~Inc.~~Filing (“Merrill Lynch”) and Van Eck Associates Corporation (“Van Eck”) entered into a definitive Asset Purchase Agreement (the “Agreement”) whereby Van Eck will acquire Merrill Lynch’s right, title and interest to registered intellectual property, unregistered trade marks and copyrights, certain data, software and other materials as specified in the Agreement (the “Purchased Assets”) that relate to the rights of ~~Merrill~~Exchange ~~Lynch~~Offer ~~with~~Documents ~~respect~~Related to ~~Holding~~Subject ~~Company Depositary Receipts (“~~HOLDRS~~”). Under the terms of the Agreement, Van Eck’s Market Vectors ETF Trust (the “Market Vectors Trust”) will, subject to regulatory compliance, offer~~

2On September 30, 2011, Market Vectors ETF Trust, an affiliate of Van Eck Associates Corporation (“Van Eck”), filed with the Securities and Exchange Commission (the “SEC”) documents in anticipation of commencing exchange offers (the “Exchange Offers”) for the HOLding company Depositary ReceiptS (“HOLDRS”) issued by each of the Biotech HOLDRS Trust, Oil Service HOLDRS Trust, Pharmaceutical HOLDRS Trust, Regional Bank HOLDRS Trust, Retail HOLDRS Trust and Semiconductor HOLDRS Trust (collectively, the “Subject HOLDRS Trusts,” and the HOLDRS of these Subject HOLDRS Trusts, the “Subject HOLDRS”). The Exchange Offers, once commenced, will allow participating investors the opportunity to exchange their Subject HOLDRS for shares of new Market Vectors ETFs sponsored by Van Eck.

~~investors~~As disclosed in ~~each~~our ofForm ~~the~~8-K ~~Biotech~~dated ~~HOLDRS~~August ~~Trust~~11, ~~Oil~~2011, ~~Service~~the ~~HOLDRS~~Exchange ~~Trust,~~Offers ~~Pharmaceutical~~will ~~HOLDRS~~be ~~Trust~~made pursuant to the Asset Purchase Agreement dated August 11, ~~Regional~~2011 ~~Bank~~between ~~HOLDRS~~Merrill ~~Trust~~Lynch & Co., ~~Retail~~Inc. ~~HOLDRS~~(“Merrill ~~Trust~~Lynch”) and ~~Semiconductor~~Van ~~HOLDRS~~Eck ~~Trust~~ (~~collectively~~the “Agreement”), ~~the~~pursuant ~~"Subject~~to ~~HOLDRS~~which ~~Trusts"~~Merrill Lynch will sell or license to Van Eck its right, title and ~~the~~interest ~~HOLDRS~~to ofcertain ~~these~~registered ~~Subject~~intellectual ~~HOLDRS~~property, ~~Trusts~~unregistered trade marks and copyrights, ~~the~~data, ~~“Subject~~software ~~HOLDRS”)~~and ~~the~~certain ~~opportunity~~other materials that relate to ~~exchange~~the ~~their~~rights ~~Subject~~of Merrill Lynch relating to HOLDRS. The ~~for~~Exchange ~~shares~~Offers ofare ~~new~~expected ~~Market~~to ~~Vectors~~commence ~~exchange~~in ~~traded~~the ~~funds. These~~fourth ~~exchange~~quarter ~~offers~~of 2011 and will be made pursuant to registration statements tofiled with the SEC. A Solicitation/Recommendation Statement will also be filed ~~with~~pursuant to Section 14(d)(4) of the Securities ~~and~~ Exchange ~~Commission~~Act of 1934, as amended, for each of the Subject HOLDRS Trusts. The Bank of New York Mellon (the “Trustee”) has advised us that it intends to waive its cancellation fee with respect to Subject HOLDRS that are tendered in the ~~anticipated~~Exchange ~~exchange~~Offers ~~offers~~ and accepted for exchange, but not with respect to any other Subject HOLDRS or any non-Subject HOLDRS. The Trustee may charge a fee of up to $0.10 per HOLDR for surrender and cancellation of all HOLDRS to which ~~the~~such fee waiver does not apply.

ItFor isadditional ~~expected~~information ~~that~~about ~~effective thirty minutes before~~ the ~~expiration~~Exchange ~~of the anticipated exchange offers~~Offers, ifplease ~~any,~~see: ~~to be made by the Market Vectors Trust, the NYSE Arca will halt trading of the Subject HOLDRS on the NYSE Arca~~vaneck. If the Market Vectors Trust accepts for exchange the Subject HOLDRS tendered in the anticipated exchange offers, it is expected that effective as of the close of trading on the NYSE Arca on the day on which the anticipated exchange offers expire, all HOLDRS issued by the Trusts that trade on the NYSE Arca will cease to trade on either the NYSE Arca or any other national securities exchangecom/holdrs. ~~Thereafter, the HOLDRS will no longer use any HOLDRS ticker symbol.~~

OnInvestors ~~August~~in ~~12,~~the ~~2011,~~Subject ~~Van~~HOLDRS ~~Eck~~who ~~issued~~wish ato ~~press~~participate ~~release~~in ~~regarding~~ the ~~entry~~applicable ~~into~~Exchange ~~the~~Offer ~~Agreement~~should ~~and~~obtain ~~the~~copies ~~proposed exchange offers. A copy~~ of the ~~press~~applicable ~~release~~Exchange isOffer ~~attached hereto as Exhibit 99.3. Exhibit 99.3 to this Current Report is being furnished to~~materials, ~~and~~when ~~not filed with~~available, ~~the Securities and Exchange Commission.~~from:

Item 9.01. Financial Statements and Exhibits

The Exchange Agent for the Exchange Offers:	The Information Agent for the Exchange Offers:
The Bank of New York Mellon, acting through BNY Mellon Shareowner Services	D.F. King & Co., Inc.
480 Washington Boulevard, 27th Floor	48 Wall Street, 22nd Floor
Jersey City, NJ 07310	New York, NY 10005
1-866-300-4353 (Toll Free)	1-800-290-6424 (Toll Free) 1-212-269-5550 (Collect)
	Email: marketvectorsetf@dfking.com

~~(d)~~2. ~~Exhibits~~Expected Consequences for all HOLDRS, Even Those Not Subject to the Exchange Offers

~~99.1~~As ~~Utilities~~disclosed ~~HOLDRS~~in ~~Trust~~our ~~Prospectus~~Form ~~Supplement,~~8-K dated August 1211, 2011, if Van Eck accepts for exchange any of the Subject HOLDRS tendered in the Exchange Offers, it is expected that as of the close of trading on the NYSE Arca on the day on which the Exchange Offers expire, all HOLDRS issued by the HOLDRS Trusts that trade on the NYSE Arca will cease to ~~Prospectus~~trade ~~dated~~on ~~March~~either 15the NYSE Arca or any other national securities exchange. Thereafter, ~~2011~~the HOLDRS will no longer use any HOLDRS Trusts ticker symbol and may terminate and liquidate in accordance with the terms of their applicable depositary trust agreement.

99.2 Amendment No. 1 to the Depositary Trust Agreement, dated as of August 11, 2011, between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon (formerly known as The Bank of New York), all Depositors and all Owners and Beneficial Owners from time to time of Depositary Trust Receipts issued thereunder.

99.3 Press Release, dated August 12, 2011, issued by Van Eck Associates Corporation.

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, in its capacity as Initial Depositor
Date: August 15, 2011		By:	/s/ Liam B. O’Neil
Date: September 30, 2011	By:	/s/ Liam B. O’Neil
		Name:	Liam B. O’Neil
		Title:	Managing Director~~, Head of Market Linked Solutions~~

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Utilities HOLDRS Trust Prospectus Supplement, dated August 12, 2011, to Prospectus dated March 15, 2011.

(99.2) Amendment No. 1 to the Depositary Trust Agreement, dated as of August 11, 2011, between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon (formerly known as The Bank of New York), all Depositors and all Owners and Beneficial Owners from time to time of Depositary Trust Receipts issued thereunder.

(99.3) Press Release, dated August 12, 2011, issued by Van Eck Associates Corporation.

Filing Compare · UTILITIES HOLDERS SM TRUST