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): December 1620, 2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Biotech HOLDRS (SM) Trust

[Issuer with respect to the receipts]

Delaware

(State or other jurisdiction of incorporation)

001-15044

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.):

x 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

The Biotech HOLDRS Trust hereby updates its Form 8-K dated November 10, 2011, which announced that (i) the Biotech HOLDRS Trust would terminate, under its Depositary Trust Agreement, as amended, on or around December 20, 2011, (ii) following that termination, holders of Biotech HOLding Company Depositary Receipts (“HOLDRS”) would have until the expiration of a period of four months after the termination date (the date on which that period ends being referred to as the “Last Withdrawal Date”) to decide if they would like to retain their ownership interest in the underlying securities of the Biotech HOLDRS and (iii) if holders of Biotech HOLDRS did not surrender their HOLDRS and request delivery of the underlying securities by the Last Withdrawal Date, The Bank of New York Mellon, as Trustee of the Biotech HOLDRS Trust (the “Trustee”), had the right to sell those securities and holders of Biotech HOLDRS would be entitled to receive the net proceeds of such sales upon any subsequent surrender of their HOLDRS1. Termination

~~The~~On ~~Biotech~~November ~~HOLDRS~~10, ~~Trust~~2011, ~~has~~Merrill ~~been~~Lynch, ~~advised~~Pierce, byFenner ~~the~~& ~~Trustee~~Smith ~~that~~Incorporated, itas ~~has~~Initial ~~decided~~Depositor, gave notice to ~~extend~~The ~~the~~Bank ~~period~~of ~~during~~New ~~which~~York ~~you~~Mellon ~~may~~(formerly ~~surrender~~known ~~your~~as ~~Biotech~~The ~~HOLDRS~~Bank ~~and~~of ~~request~~New ~~delivery~~York), ofas trustee (the ~~underlying~~“Trustee”), ~~securities~~of ~~from~~its adecision ~~period~~to ofearly ~~four~~terminate ~~months~~the ~~following~~Biotech HOLDRS Trust effective on the ~~termination~~closing date of the ~~Biotech~~Asset ~~HOLDRS~~Purchase ~~Trust~~Agreement todated aAugust ~~period~~11, of2011 ~~twelve~~between ~~months~~Merrill ~~following~~Lynch & Co., Inc. and Van Eck Associates Corporation (“Van Eck” and the ~~termination~~“Agreement”). Such ~~date~~notice ofnotified the ~~Biotech~~Trustee ~~HOLDRS~~that the closing under the Agreement (the “Closing”) will constitute a termination under the Depositary Trust Agreement dated November 18, 1999, as amended by Amendment No. ~~Accordingly~~ 1 dated as of August 11, ~~the~~2011 ~~Trustee~~(as ~~expects~~so amended, the ~~Last~~“Depositary ~~Withdrawal~~Trust ~~Date~~Agreement”), togoverning ~~occur~~the inBiotech ~~December~~HOLDRS ~~2012~~Trust. The ~~Trustee~~Closing occurred ~~will~~on ~~send~~December ~~out~~20, a2011, ~~further~~and ~~notice~~such ~~that~~date ~~specifies~~is ~~the~~referred ~~Last~~to ~~Withdrawal~~as the “Termination Date.”

OnEffect ~~December~~of ~~16,~~Termination ~~2011,~~of ~~Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Depositor, issued a press release regarding this change to~~ the ~~post-termination period for the~~ Biotech HOLDRS Trust~~. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 is being furnished to, and not filed with, the Securities and Exchange Commission.~~

The following sequence of events will take place following the termination. After the termination, the Biotech HOLDRS Trust will liquidate in accordance with its Depositary Trust Agreement. Under that agreement:

No new Biotech HOLDRS will be issued.

Trading of Biotech HOLDRS on Arca will be permanently suspended after the close of trading on the Termination Date. Biotech HOLDRS will not be listed for trading on any other securities exchange.

During the period following the Termination Date in which the Trustee holds the underlying securities, owners of Biotech HOLDRS will have the right to withdraw the underlying securities evidenced by their Biotech HOLDRS, together with any dividends or other distributions or net proceeds from the sale of any rights or other property received with respect thereto, by delivering a round-lot or an integral multiple of a round lot of Biotech HOLDRS to the Trustee and paying the applicable taxes, other charges (if any) and Trustee’s fees. The Trustee has advised that the fee will be up to $10.00 for each round-lot of 100 Biotech HOLDRS or portion thereof.

The Trustee will discontinue the registration of transfers of Biotech HOLDRS, suspend the distribution of dividends or other distribution to owners thereof, and will not give any further notices.

After a period of twelve (12) months following the Termination Date, the Trustee has the right to sell the underlying securities then held by the Biotech HOLDRS Trust and, when exercised, will thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the owners of Biotech HOLDRS that have not theretofore been surrendered. At such time owners of outstanding Biotech HOLDRS will become general creditors of the Trustee with respect to such net proceeds.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 ~~Press~~Biotech ~~release,~~HOLDRS Trust Prospectus Supplement dated December 1620, 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 INCORPORATED
Date: December 16, 2011		By:	/s/ Liam B. O’Neil
Date: December 20, 2011		By:	/s/ Liam B. O’Neil
		Name:	Liam B. O’Neil
		Title:	Managing Director

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) ~~Press~~Biotech ~~release,~~HOLDRS Trust Prospectus Supplement dated December 1620, 2011 to Prospectus dated March 15, 2011.

Filing Compare · BIOTECH HOLDRS TRUST