The Retail HOLDRS Trust will be pursuant to the depositary trust agreement, dated as of May 18,2000. The Bank of New York will be the trustee. The Retail HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940. The Trust is Intended to hold deposited shares for the benefit of owners of Retail HOLDRS. The Trust will perform only administrative ministerial acts. The Property of the trust will consist of underlying securities and all monies or other properties, if any, received by the trustee. The Trust will terminate on December 31,2040, or earlier if a termination event occurs.