For the fiscal year ended: | Commission file number: | |
December 31, 2010 | 001-16669 |
DELAWARE (State or other jurisdiction of incorporation) |
13-3891329 (I. R. S. Employer Identification No.) |
ONE BRYANT PARK
3RD FLOOR STRUCTURED CREDIT TRADING NEW YORK, NEW YORK (Address of principal executive offices) |
10036 (Zip Code) |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Not Applicable.
2
| the purchase price of the trust certificates, | ||
| when you acquire your trust certificates, and | ||
| whether the call warrant holders exercise their optional rights to purchase outstanding trust certificates. |
3
| there is a payment default on any underlying securities, | ||
| there is another type of default that accelerates the maturity of the underlying securities, or | ||
| the underlying securities issuer ceases to file Exchange Act reports. |
4
5
(a) | Securities Authorized For Issuance Under Equity Compensation Plans: None. | ||
(b) | Security Ownership Of Certain Beneficial Owners: None. | ||
(c) | Security Ownership Of Management: Not Applicable. | ||
(d) | Changes In Control: None. |
6
31.1. | Certification of the Vice President of Registrant dated March 28, 2011, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrants Annual Report on Form 10-K for the year ended December 31, 2010. | ||
99.1. | Trustees Annual Compliance Certificate dated March 4, 2011. | ||
99.2. | Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated March 21, 2011, Registrants Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 21, 2011 and PPLUS Minimum Servicing Standards. | ||
99.3. | Report of KPMG LLP, Independent Registered Public Accounting Firm, dated March 2, 2011, The Bank of New York Mellons Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 2, 2011 and PPLUS Minimum Servicing Standards. |
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MERRILL LYNCH DEPOSITOR, INC. |
||||
Date: March 28, 2011 | By: | /s/ John Marciano | ||
Name: | John Marciano | |||
Title: | Vice President |
Date: March 28, 2011 | /s/ John Marciano | |||
John Marciano | ||||
Vice President |
EXHIBIT 99.1
THE BANK OF NEW YORK MELLON
Officers Certificate
March 4, 2011
MERRILL LYNCH DEPOSITOR, INC.
One Bryant Park
3rd Floor Structured Credit Trading
New York, NY
10036
PREFERREDPLUS, PPLUS TRUST AND INDEXPLUS CERTIFICATE
The undersigned, Maryann Joseph, Vice President of The Bank of New York Mellon (formerly The Bank of New York), a New York corporation (the Trustee), hereby certifies in such capacity that, based on her knowledge, the Trustee has complied, in all material respects, with all conditions and covenants applicable to the Trustee under the Standard Terms for Trust Agreements dated February 20, 1998 between Merrill Lynch Depositor, Inc. as depositor (the Depositor) and the Trustee, as successor to United States Trust Company of New York, as trustee and securities intermediary (the Securities Intermediary), in each case as amended by a series supplement between the Depositor, the Trustee and the Securities Intermediary for each trust series listed in the attached schedule.
Very truly yours, | |
The Bank of New York Mellon (formerly
|
|
By: /s/ Maryann Joseph |
|
Name: Maryann Joseph Title: Vice President |
SCHEDULE
INDEXPLUS Trust Series 2003-1
PPLUS
Trust Series CMT-1
PPLUS Trust Series CSF-1
PPLUS Trust Series
DCNA-1
PPLUS Trust Series FMC-1
PPLUS Trust Series GSC-1
PPLUS Trust Series GSC-2
PPLUS Trust Series GSG-1
PPLUS Trust Series GSG-2
PPLUS Trust Series
JPM-1
PPLUS Trust Series LMG-3
PPLUS Trust Series SPR-1
PPLUS
Trust Series TWC-1
PPLUS Trust Series VAL-1
PreferredPLUS Trust Series ALL-1
PreferredPLUS Trust Series CCR-1
PreferredPLUS Trust Series CTR-1
PreferredPLUS Trust Series CZN-1
PreferredPLUS Trust Series ELP-1
PreferredPLUS Trust
Series FAR-1
PreferredPLUS Trust Series FRD-1
PreferredPLUS Trust Series GEC-1
PreferredPLUS Trust Series LMG-1
PreferredPLUS Trust
Series LMG-2
PreferredPLUS Trust Series QWS-1
PreferredPLUS Trust Series QWS-2
PreferredPLUS Trust
Series UPC-1
PreferredPLUS Trust Series VER-1
EXHIBIT 99.2
Report of Independent Registered Public Accounting Firm
Merrill Lynch Depositor, Inc.
We have examined managements assertion that Merrill Lynch Depositor, Inc. (the Company) has complied as of and for the year ended December 31, 2010, with its established minimum servicing standards described in the accompanying Managements Assertion on Compliance with PPLUS Minimum Servicing Standards with respect to PreferredPLUS Trust Series CZN-1, dated March 21, 2011. Management is responsible for the Companys compliance with those minimum servicing standards excluding those with respect to the Bank of New York Mellon as Trustee, Custodian, Paying Agent and Transfer Agent. Our responsibility is to express an opinion on managements assertion about the Companys compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with its minimum servicing standards.
In our opinion, based on our examination, managements assertion that the Company complied with the aforementioned minimum servicing standards excluding those with respect to the Bank of New York Mellon as Trustee, Custodian, Paying Agent and Transfer Agent as of and for the year ended December 31, 2010, is fairly stated, in all material respects, based on the criteria set forth in Appendix I.
/s/ PricewaterhouseCoopers LLP
New York, NY
March 21, 2011
By: | /s/ John Marciano | |||
John Marciano | ||||
Vice President Merrill Lynch Depositor, Inc. |
||||
1. | CUSTODIAL BANK ACCOUNT RECONCILIATIONS |
| The Bank must reconcile all related custodial bank accounts. | ||
| The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the SEC. |
2. | VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS |
| The Bank must have a tickler system in place so that they will be expecting and monitoring the custodial bank account for receipt of the collateral coupon interest. Each of the tickler systems shall be updated on an on-going basis as each new trust series is created. | ||
| The Bank will ensure all interest payments are deposited into the custodial bank accounts and related bank clearing accounts on the day the Bank is in receipt of the funds. | ||
| The Bank must prove the arithmetic accuracy of the amount of interest received by the Trust from the underlying securities and ensure that the face amount, description, coupon rate, and maturity date of the securities held in the Trust agree to the PPM Supplement dated Date XX, 20XX. |
3. | TRUST DISBURSEMENTS |
| The Bank must prove the arithmetic accuracy of the amount of interest to be paid by the Trust to the Debt Unit holders by referring to the PPM Supplement dated Date XX, 20XX. | ||
| The Bank will make all disbursements via wire transfer to The Depository Trust Company (DTC) on the scheduled trust distribution date as soon as the amount of interest received from the underlying collateral into the custodial bank account has been received and verified for accuracy. |
4. | PARTIAL REDEMPTIONS |
| If there is a partial redemption of the trust certificates the Bank and the Depositor must ensure that the redemption proceeds received by the trust and distributed by the Bank are in accordance with the series supplement. |
5. | DEFAULTS |
| If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the trust to liquidate, the Bank must distribute a formal notice of default to the Depositor, the certificateholders, the rating agencies and HGCM/ISS. | ||
| If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the Trust to liquidate, the procedures for a vote or consent of the certificateholders as set forth in the Standard Terms and series Supplement must be complied with. |
6. | CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES |
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must give the Depositor and the affected certificateholders notice of any exercise of call warrants or optional exchange. Such notice must contain the amount of certificates to be purchased, the call price, and any other relevant information. | ||
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must notify the rating agencies of the call exercise or optional exchange. | ||
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must give notice of exercise or optional exchange to the Depositor and certificate registrar of any certificates that were called. |
7. | COMMUNICATIONS WITH CERTIFICATEHOLDERS |
| If there was any occasion for the exercise of voting rights or giving consents by the certificateholders, the Bank must provide notice to the certificateholders within 5 business days of the Trusts receipt of notice of the occasion and the Bank must vote or give consents as directed by certificateholders. |
Independent Accountants Report
The Board of Directors
The Bank of
New York Mellon:
We have examined the accompanying managements assertion that The Bank of New York Mellon (formerly The Bank of New York), (the Company) complied with the PPLUS Minimum Servicing Standards for the PreferredPLUS Trust Series CZN-1 transaction as of and for the year ended December 31, 2010. With respect to servicing standard 4, 5, 6 and 7, managements assertion indicates that there were no activities performed during the year ended December 31, 2010 with respect to the PreferredPLUS Trust Series CZN-1 transaction, because there were no occurrences of events that would require the Company to perform such activities. Management is responsible for the Companys compliance with those servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the Minimum Servicing Standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the PPLUS Minimum Servicing Standards.
In our opinion, managements assertion that the Company has complied with the aforementioned Minimum Servicing Standards as of and for the year ended December 31, 2010 is fairly stated, in all material respects.
/s/ KPMG
Chicago, Illinois
March 2, 2011
MANAGEMENT ASSERTION
The Bank of New York Mellon (formerly The Bank of New York), (the Company) is responsible for complying with the requirements of the PPLUS Minimum Servicing Standards as they relate to the PreferredPLUS Trust Series CZN-1 transaction. With respect to servicing standard 4, 5, 6 and 7, there were no activities performed during the year ended December 31, 2010 with respect to the PreferredPLUS Trust Series CZN-1 transaction, because there were no occurrences of events that would require the Company to perform such activities. The Company is responsible for establishing and maintaining effective internal control over compliance with the PPLUS Minimum Servicing Standards. The Company has performed an evaluation of its compliance with the requirements of the PPLUS Minimum Servicing Standards as it relates to PreferredPLUS Trust Series CZN-1 as of and for the year ended December 31, 2010. Based on this evaluation, the Company asserts that as of and for the year ended December 31, 2010, it has complied with the requirements of the PPLUS Minimum Servicing Standards (attached).
/s/ Robert L. Griffin The Bank of New York Mellon Robert L. Griffin Managing Director |
|
March 2, 2011
1. | CUSTODIAL BANK ACCOUNT RECONCILIATIONS |
| The Bank must reconcile all related custodial bank accounts. | ||
| The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the SEC. |
2. | VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS |
| The Bank must have a tickler system in place so that they will be expecting and monitoring the custodial bank account for receipt of the collateral coupon interest. Each of the tickler systems shall be updated on an on-going basis as each new trust series is created. | ||
| The Bank will ensure all interest payments are deposited into the custodial bank accounts and related bank clearing accounts on the day the Bank is in receipt of the funds. | ||
| The Bank must prove the arithmetic accuracy of the amount of interest received by the Trust from the underlying securities and ensure that the face amount, description, coupon rate, and maturity date of the securities held in the Trust agree to the PPM Supplement dated Date XX, 20XX. |
3. | TRUST DISBURSEMENTS |
| The Bank must prove the arithmetic accuracy of the amount of interest to be paid by the Trust to the Debt Unit holders by referring to the PPM Supplement dated Date XX, 20XX. | ||
| The Bank will make all disbursements via wire transfer to The Depository Trust Company (DTC) on the scheduled trust distribution date as soon as the amount of interest received from the underlying collateral into the custodial bank account has been received and verified for accuracy. |
4. | PARTIAL REDEMPTIONS |
| If there is a partial redemption of the trust certificates the Bank and the Depositor must ensure that the redemption proceeds received by the trust and distributed by the Bank are in accordance with the series supplement. |
5. | DEFAULTS |
| If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the trust to liquidate, the Bank must distribute a formal notice of default to the Depositor, the certificateholders, the rating agencies and HGCM/ISS. | ||
| If the Bank has actual knowledge of an event of default on the underlying securities that did not cause the Trust to liquidate, the procedures for a vote or consent of the certificateholders as set forth in the Standard Terms and series Supplement must be complied with. |
6. | CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES |
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must give the Depositor and the affected certificateholders notice of any exercise of call warrants or optional exchange. Such notice must contain the amount of certificates to be purchased, the call price, and any other relevant information. | ||
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must notify the rating agencies of the call exercise or optional exchange. | ||
| If there is an exercise of call warrants or an optional exchange of trust certificates for underlying securities that did not cause the trust to liquidate, the Bank must give notice of exercise or optional exchange to the Depositor and certificate registrar of any certificates that were called. |
7. | COMMUNICATIONS WITH CERTIFICATEHOLDERS |
| If there was any occasion for the exercise of voting rights or giving consents by the certificateholders, the Bank must provide notice to the certificateholders within 5 business days of the Trusts receipt of notice of the occasion and the Bank must vote or give consents as directed by certificateholders. |