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): ~~October~~November 2510, 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~~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

~~Effective~~Notice ~~October 20, 2011, the 1-for-15 reverse stock split~~ of ~~Level~~Early 3 Communications, Inc., an underlying constituent of the Telecom HOLDRS Trust, became effective. The quantity of shares of Level 3 Communications, Inc. represented by each 100 share round-lot of Telecom HOLDRS will decrease from 3 shares to 0.2 shares. As a result, once the split has been effected by the Depository Trust Company, deposits of Level 3 Communications, Inc. for creations of Telecom HOLDRS will decrease from 3 shares to 0.2 shares per round-lot of 100 Telecom HOLDRS. Also effective October 20, 2011, Level 3 Communications, Inc. will trade on the New York Stock Exchange and the CUSIP will change from 52729N100 to 52729N308. The ticker of Level 3 Communications, Inc. will remain the same.Termination

~~Item~~On 9November 10, 2011, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor (the “Initial Depositor”), gave notice to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), of its decision to early terminate the Telecom HOLDRS Trust effective on the closing date of the Asset Purchase Agreement dated August 11, 2011 between Merrill Lynch & Co.01, Inc. ~~Financial~~and ~~Statements~~Van Eck Associates Corporation (“Van Eck” and ~~Exhibits~~the “Agreement”). Such notice notified the Trustee that the closing under the Agreement (the “Closing”) will constitute an “early termination” under the Depositary Trust Agreement dated January 24, 2000, as amended by Amendment No. 1 dated as of August 11, 2011 (as so amended, the “Depositary Trust Agreement”), governing the Telecom HOLDRS Trust. The Closing is scheduled to occur on the expiration date (the “Expiration Date”) of the six pending exchange offers by Van Eck (as detailed in the Agreement, the “Exchange Offers”) or the business day immediately following the Expiration Date. The Expiration Date is scheduled to be December 20, 2011, unless the Exchange Offers are extended in accordance with their terms. The date on which the Closing occurs is referred to as the “Termination Date.”

The Trustee disseminated notice of the early termination and the Termination Date to Cede & Co., the sole owner of the receipts issued by the Telecom HOLDRS Trust, on November 10, 2011.

What happens to Telecom HOLDRS if none of the Exchange Offers are completed?

The Closing will not occur.

There will not be an early termination.

The Telecom HOLDRS Trust will not early terminate and will continue to operate pursuant to the terms of the Depositary Trust Agreement.

Trading in the Telecom HOLDRS receipts will resume on the NYSE Arca.

What happens to Telecom HOLDRS prior to the Termination Date?

Telecom HOLding Company Depositary ReceiptS (“HOLDRS”) may be created and cancelled by following the procedures and paying the applicable issuance and cancellation fees described in the Telecom HOLDRS Trust prospectus dated March 15, 2011, as supplemented by the prospectus supplement dated August 12, 2011, and as set forth in the Depositary Trust Agreement. Copies of this prospectus and prospectus supplement are available under the CIK number 0001102240 through the Securities and Exchange Commission’s website, www.sec.gov.

Trading in Telecom HOLDRS on the NYSE Arca will be halted at or around the time at which the Exchange Offers expire.

What happens to Telecom HOLDRS after the Termination Date?

The Telecom HOLDRS Trust will liquidate in accordance with the Depositary Trust Agreement, as will each of the other HOLDRS trusts.

No new Telecom HOLDRS will be issued.

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

During the four-month period following the Termination Date, owners of Telecom HOLDRS will have the right to withdraw the underlying securities evidenced by their 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 Telecom 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 Telecom HOLDRS or portion thereof.

After the Termination Date, the Trustee will discontinue the registration of transfers of Telecom HOLDRS, suspend the distribution of dividends or other distribution to owners thereof, and will not give any further notices or perform any further acts under the Depositary Trust Agreement.

After the four-month period following the Termination Date, the Trustee has the right to sell the underlying securities then held by the Telecom HOLDRS Trust and 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 Telecom HOLDRS that have not theretofore been surrendered. After making such sale, the Trustee will be discharged from all obligations under the Depositary Trust Agreement, except to account for such net proceeds and other cash (after deducting, in each case, any applicable fees and expenses). At such time owners of outstanding Telecom 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 Telecom HOLDRS Trust Prospectus Supplement dated ~~October~~November 2510, 2011 to Prospectus dated March 15, 2011, as supplemented by the Prospectus Supplement dated August 12, 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: October 25, 2011	By:	/s/ Liam B. O’Neil
Date: November 10, 2011		By:	/s/ Liam B. O’Neil
	~~Name:~~	~~Liam B. O’Neil~~Name:	Liam B. O’Neil
	~~Title:~~	~~Managing Director~~Title:	Managing Director

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Telecom HOLDRS Trust Prospectus Supplement dated ~~October~~November 2510, 2011 to Prospectus dated March 15, 2011, as supplemented by the Prospectus Supplement dated August 12, 2011.

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