<PAGE>
PROSPECTUS SUPPLEMENT No. 2 Registration No. 333-31226
(To Prospectus Supplement No. 1 dated June 30, 2000 an Rule No.424(b)(3)
to Prospectus dated April 5, 2000)
[LOGO]
1,000,000,000 Depositary Receipts
Broadband HOLDRS Trust
This prospectus supplement amends and supplements information contained in
the prospectus dated April 5, 2000 relating to the sale of up to 1,000,000,000
depositary receipts by Broadband HOLDRS Trust.
The depositary trust agreement entered into between Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as the initial depositor, and The Bank of New York,
as trustee, has been amended as of November 22, 2000. The agreement has been
amended to revise the rules related to distributions of securities from the
Broadband HOLDRS Trust.
The depositary trust agreement has been amended to provide the following:
. if a company included in the Broadband HOLDRS Trust distributes
securities, the distributed securities will not be distributed
from the Broadband HOLDRS Trust, unless either the distributed
securities are not listed for trading on a U.S. national
securities exchange or through Nasdaq NMS or the distributed
securities have a Standard & Poor's sector classification that is
different from the Standard & Poor's sector classifications
represented in the Broadband HOLDRS Trust at the time of the
distribution, and
. if the securities of a company included in the Broadband HOLDRS
Trust are no longer outstanding, as a result of a merger,
consolidation, corporate combination or other event, any
securities received in exchange for those securities will not be
distributed from the Broadband HOLDRS Trust, unless either the
securities received in exchange are not listed for trading on a
U.S. national securities exchange or through Nasdaq NMS or the
securities received in exchange have a Standard & Poor's sector
classification that is different from the Standard & Poor's sector
classifications represented in the Broadband HOLDRS Trust at the
time of the exchange.
Standard & Poor's Corporation is an independent source of market
information that, among other things, classifies the securities of public
companies into various sector classifications based on its own criteria. There
are 11 Standard & Poor's sector classifications and each class of publicly
traded securities of a company are given only one sector classification. As of
the date of this prospectus supplement, the securities included in the Broadband
HOLDRS Trust are represented in the Technology sector. The Standard & Poor's
sector classifications of the securities included in the Broadband HOLDRS Trust
may change over time if the companies that issued these securities change their
focus of operations or if Standard & Poor's alters the criteria it uses to
determine sector classifications, or both.
It is anticipated, as a result of Standard & Poor's broadly defined
sector classifications, that most distributions or exchanges of securities will
not result in the distribution of securities from the Broadband HOLDRS Trust.
The trustee will review the publicly available information that identifies the
Standard & Poor's sector classifications of securities to determine whether
securities received as a result of a distribution by an underlying issuer or in
exchange of securities included in the Broadband HOLDRS Trust will be
distributed from the Broadband HOLDRS Trust to you.
The date of this prospectus supplement is November 28, 2000.
