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): ~~November~~December 1012, 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~~DELAWARE (State or other jurisdiction of incorporation) 001-15963 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

~~Notice~~Effective January 6, 2012, as a result of ~~Early~~the ~~Termination~~spin-off of WPX Energy, Inc. from The Williams Companies, Inc., a constituent of the Utilities HOLDRS Trust, WPX Energy, Inc. will be added as an underlying constituent of the Utilities HOLDRS Trust. Shareholders of The Williams Companies, Inc. will receive 0.3333333333 shares of WPX Energy, Inc. for every share of The Williams Companies, Inc. The Bank of New York Mellon will receive 6.66666666666 shares of WPX Energy, Inc. for the 20 shares of The Williams Companies, Inc. per 100 share round-lot of Utilities HOLDRS. Effective at the opening of business on January 6, 2012, 6.66666666666 shares of WPX Energy, Inc. will be required for creations/cancellations per 100 share round-lot of Utilities HOLDRS. The record date, payable date and due bill redemption date are December 14, 2011, December 31, 2011 and January 5, 2012, respectively.

OnItem November 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 Utilities HOLDRS Trust effective on the closing date of the Asset Purchase Agreement dated August 11, 2011 between Merrill Lynch & Co9.~~, Inc~~01. ~~and~~Financial ~~Van~~Statements ~~Eck Associates Corporation (“Van Eck”~~ and 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 May 18, 2000, as amended by Amendment No. 1 dated as of August 11, 2011 (as so amended, the “Depositary Trust Agreement”), governing the Utilities 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.”Exhibits

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

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

· The Closing will not occur.

· There will not be an early termination.

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

· Trading in the Utilities HOLDRS receipts will resume on the NYSE Arca.

What happens to Utilities HOLDRS prior to the Termination Date?

· Utilities 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 Utilities 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 0001113670 through the Securities and Exchange Commission’s website, www.sec.gov.

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

What happens to Utilities HOLDRS after the Termination Date?

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

· No new Utilities HOLDRS will be issued.

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

· During the four-month period following the Termination Date, owners of Utilities 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 Utilities 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 Utilities HOLDRS or portion thereof.

· After the Termination Date, the Trustee will discontinue the registration of transfers of Utilities 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 Utilities 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 Utilities 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 Utilities 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 Utilities HOLDRS Trust Prospectus Supplement dated ~~November 10, 2011 to Prospectus dated March 15, 2011, as supplemented by the Prospectus Supplement dated August 12, 2011.~~

December 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 INCORPORATED
Date: November 10, 2011		By:	/s/ Liam B. O’Neil
Date: December 12, 2011	By:	/s/ Liam B. O’Neil
	Name:	~~Name:~~Liam B. O’Neil	~~Liam B. O’Neil~~
	Title:	~~Title:~~Managing Director	~~Managing Director~~

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Utilities HOLDRS Trust Prospectus Supplement dated ~~November~~December 1012, 2011 to Prospectus dated March 15, 2011~~, as supplemented by the Prospectus Supplement dated August 12, 2011~~.

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