Delaware | 13-4026700 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1585 Broadway, Second Floor | |
New York, New York | 10036 |
Attention: In-Young Chase
|
|
(Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: | (212) 761-2457 |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
SATURNS Goldman Sachs Capital I Capital Security Backed Series 2004-4 Class A Callable Units
|
New York Stock Exchange
|
Trust
|
Underlying Security Issuer or Guarantor
|
CIK
|
2004-4
|
Goldman Sachs Capital I
|
0001277121
|
Guarantor – The Goldman Sachs Group, Inc.
|
0000886982
|
SATURNS
Trust No.:
|
Closing Date
|
Payment Dates
|
Form 8-K Filing Dates (Not Trust Agreement Filings in connection with Closing Date)
For FY 2011
|
2004-4
|
3/4/04
|
February 15 and August 15
|
February 18, 2011 and August 19, 2011
|
SATURNS
Trust No.:
|
Closing Date
|
Event Description
|
Form 8-K/A Filing Dates (Not Trust Agreement Filings in connection with Closing Date or filings related to Payment Dates)
For FY 2011
|
2004-4
|
3/4/04
|
A report on Form 8-K/A amending and superseding Exhibit 99.1 to the Distribution Reports filed during the period from August 19, 2004 through February 18, 2011.
|
August 31, 2011
|
Exhibit 23
|
Consent of Pustorino, Puglisi & Co., LLP (See Exhibit 99.1 – contained in final paragraph of accountants’ letter)
|
Exhibit 31.1
|
Rule 13a-14(d) Certification |
Exhibit 31.2
|
Trustee Compliance Certification (Bank of America, National Association) |
Exhibit 31.3
|
Trustee Compliance Certification (U.S. Bank National Association) |
Exhibit 99.1
|
Report of Pustorino, Puglisi & Co., LLP |
MS STRUCTURED ASSET CORP. | ||
(Registrant) | ||
By: /s/In-Young Chase | ||
Name: In-Young Chase | ||
Title: Vice President |
By: /s/In-Young Chase | ||
Name: In-Young Chase | ||
Title: Vice President | ||
Date: March 29, 2012 |
I certify to paragraphs 3, 6 and 7 above:
|
||
By: /s/ Thomas M. O'Connor | ||
Name: Thomas M. O'Connor | ||
Title: Senior Vice President | ||
Date: 2/24/2012
|
With respect to the February, 2011 distribution report filed on
Form 8-KA, I certify to paragraphs 1, 2, 4 and 5 above:
|
||
By: /s/ Thomas G. Lehmann | ||
Name: Thomas G. Lehmann | ||
Title: Senior Vice President | ||
Date: 2/27/2012
|
SATURNS Trust No.:
|
Closing Date
|
Payment Dates
|
Dates for which BANA filed the Form 8-K
For FY 2011
|
Dates for which BANA filed the Form 8-KA
for FY 2011
|
BANA Reviewed Distribution Reports
|
2004-4
|
March 4, 2004
|
February 15 and August 15
|
February 18, 2011 and August 19, 2011
|
August 31, 2011
|
February, 2011 Distribution Report
|
Mar 2003 Reference
|
Standard Terms for Trust Agreements Section
|
BANA
|
USB
|
2.02
|
Entry Into Swap Agreement and Other Agreements
|
1/1-9/6
|
2/1-12/31
|
3.02a
|
Administration of the Trust
|
1/1-9/6
|
2/1-12/31
|
3.02b
|
Administration of the Trust
|
1/1-9/6
|
2/1-12/31
|
3.03
|
Collection of Certain Underlying Security Payments
|
1/1-9/6
|
2/1-12/31
|
3.04
|
Sale
|
N/A
|
N/A
|
3.05a
|
Unit Account
|
1/1-9/6
|
9/6-12/31
|
3.05b
|
Unit Account
|
1/1-2/1
|
2/1-12/31
|
3.06
|
Investment of Funds in the Accounts
|
1/1-2/1
|
2/1-12/31
|
3.07
|
Retained Interest
|
1/1-9/6
|
9/6-12/31
|
3.08
|
Access to Certain Documentation
|
1/1-9/6
|
2/1-12/31
|
4.01
|
Distributions
|
1/1-9/6
|
2/1-12/31
|
4.02a
|
Reports to Unitholders and Others - with respect to statement information (i) to (xi)
|
N/A
|
2/15/2011 & 8/15/2011
|
4.02a
|
Reports to Unitholders and Others - with respect to 8-K filing
|
2/15/11 & 8/15/2011
|
N/A
|
4.02a
|
Reports to Unitholders and Others - with respect to year end statement
|
1/1-9/6
|
9/6-12/31
|
4.02b
|
Reports to Unitholders and Others (b)
|
1/1-2/1
|
2/1-12/31
|
4.02c
|
Reports to Unitholders and Others (c)
|
1/1-2/1
|
2/1-12/31
|
4.02d
|
Reports to Unitholders and Others (d)
|
1/1-3/1
|
N/A
|
4.02e
|
Reports to Unitholders and Others (e)
|
1/1-2/1
|
2/1-12/31
|
4.02f
|
Reports to Unitholders and Others (f)
|
1/1-3/1
|
N/A
|
4.03
|
Calculation of Interest Rates
|
1/1-2/1
|
2/1-12/31
|
4.04
|
Compliance with Tax Reporting and Withholding Requirements
|
1/1-2/1
|
2/1-12/31
|
4.05
|
Preservation of Information, Communications to Holders - with respect to Registrar
|
1/1-9/6
|
9/6-12/31
|
5.02
|
Execution, Authentication, and Delivery
|
1/1-9/6
|
9/6-12/31
|
5.03
|
Registration; Registration of Transfer and Exchange
|
1/1-9/6
|
9/6-12/31
|
5.04
|
Mutilated, Destroyed, Lost and Stolen Units
|
1/1-9/6
|
9/6-12/31
|
5.05
|
Distributions in Respect of Units
|
1/1-9/6
|
9/6-12/31
|
5.07
|
Cancellation
|
1/1-9/6
|
9/6-12/31
|
5.08
|
Currency of Distributions in Respect of Units; Redenomination
|
1/1-9/6
|
9/6-12/31
|
5.09
|
Appointment of Paying Agent
|
1/1-9/6
|
9/6-12/31
|
5.10
|
Authenticating Agent
|
1/1-9/6
|
9/6-12/31
|
5.11
|
Issuance and Transfer Restrictions
|
1/1-9/6
|
9/6-12/31
|
5.11e
|
Issuance and Transfer Restrictions
|
1/1-2/1
|
2/1-12/31
|
5.12
|
Optional Exchange
|
N/A
|
N/A
|
5.13
|
Callable Series - with respect to notices
|
N/A
|
N/A
|
5.13
|
Callable Series - with respect to distributions
|
N/A
|
N/A
|
7.01
|
Voting Rights with Respect to Underlying Securities
|
1/1-2/1
|
2/1-12/31
|
7.02
|
Amendments and Waivers Under Swap Agreement and Guarantee
|
N/A
|
N/A
|
8.01
|
Realization Upon Default
|
1/1-2/1
|
2/1-12/31
|
9.01
|
Liquidation Events
|
1/1-2/1
|
2/1-12/31
|
9.02
|
Trust Wind Up Event
|
1/1-2/1
|
2/1-12/31
|
9.03
|
Expense Event
|
1/1-2/1
|
2/1-12/31
|
9.05a
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05b
|
Disposition of Trust Property
|
1/1-9/6
|
2/1-12/31
|
9.05c
|
Disposition of Trust Property - with respect to administration of terminations and liquidations, notices
|
1/1-2/1
|
2/1-12/31
|
9.05c
|
Disposition of Trust Property - with respect to distribution of proceeds
|
1/1-9/6
|
2/1-12/31
|
9.05d
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05h
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05j
|
Disposition of Trust Property
|
1/1-9/6
|
2/1-12/31
|
9.06
|
Limitation on Notice Requirement
|
1/1-2/1
|
2/1-12/31
|
10.01
|
Trustee Duties
|
1/1-9/6
|
2/1-12/31
|
11.01
|
Termination of Trust
|
N/A
|
N/A
|
12.01
|
Amendment of Trust Agreement; Waivers
|
1/1-9/6
|
2/1-12/31
|
12.07
|
Notice to Rating Agencies
|
1/1-2/1
|
2/1-12/31
|
12.08
|
Perfection of the Swap Counterparty Security Interest
|
N/A
|
N/A
|
Trust Agreement Sections
|
|||
Schedule I
|
Callable Series
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Expense Administrator
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Warrant Agent
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Notice of Interest Deferral
|
1/1-2/1
|
2/1-12/31
|
Schedule I
|
Compliance Certificate
|
1/1-3/1
|
N./A
|
Schedule I
|
Distribution Reports
|
1/1-9/6
|
9/6-12/31
|
Schedule III
|
Additional Warrant Terms
|
1/1-9/6
|
2/1-12/31
|
1.
|
U.S. Bank National Association has prepared all reports to Unitholders with respect to each distribution date for SATURNS Trust No. 2004-4, and has filed a copy of the reports to Unitholders for the months listed on Exhibit A attached hereto.
|
2.
|
I have reviewed the reports on Form 8-K containing the reports to Unitholders included on Exhibit A (the “U.S. Bank Reviewed Distribution Reports”) for the year covered by this annual report of MS Structured Asset Corp., on behalf of SATURNS Trust No. 2004-4;
|
3.
|
I am familiar with the operations of U.S. Bank National Association with respect to the SATURNS program and SATURNS Trust No. 2004-4 and the requirement imposed by the Trust Agreement,
|
4.
|
Based on my knowledge, the information in the U.S. Bank Reviewed Distribution Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date that the distribution information was filed on Form 8-K or Form 8-KA, as applicable.
|
5.
|
Based on my knowledge, the reporting information required to be provided in the U.S. Bank Reviewed Distribution Reports under the Trust Agreement, is included in the U.S. Bank Reviewed Distribution Reports;
|
6.
|
Based on my knowledge, and except as disclosed in the U.S. Bank Reviewed Distribution Reports, for the applicable periods (as outlined in Exhibit B attached hereto), the Trustee has fulfilled its obligations under the Trust Agreement.
|
7.
|
Based on my knowledge, and except as disclosed in this Compliance Statement or the U.S. Bank Reviewed Distribution Reports, there are no material legal proceedings with respect to the trust, involving the trust or U.S. Bank National Association as trustee.
|
By: /s/ Kimberly O. Jacobs | ||
Name: Kimberly O. Jacobs | ||
Title: Vice President | ||
Date: March 8, 2012
|
SATURNS Trust No.:
|
Closing Date
|
Payment Dates
|
Dates for which U.S. Bank National Association filed the Form 8-K for FY 2011
|
U.S. Bank Reviewed Distribution Reports
|
2004-4
|
March 4, 2004
|
February 15, 2011 August 15, 2011
|
N/A
|
August 2011 Distribution Report
|
Mar 2003 Reference
|
Standard Terms for Trust Agreements Section
|
BANA
|
USB
|
2.02
|
Entry Into Swap Agreement and Other Agreements
|
1/1-9/6
|
2/1-12/31
|
3.02a
|
Administration of the Trust
|
1/1-9/6
|
2/1-12/31
|
3.02b
|
Administration of the Trust
|
1/1-9/6
|
2/1-12/31
|
3.03
|
Collection of Certain Underlying Security Payments
|
1/1-9/6
|
2/1-12/31
|
3.04
|
Sale
|
N/A
|
N/A
|
3.05a
|
Unit Account
|
1/1-9/6
|
9/6-12/31
|
3.05b
|
Unit Account
|
1/1-2/1
|
2/1-12/31
|
3.06
|
Investment of Funds in the Accounts
|
1/1-2/1
|
2/1-12/31
|
3.07
|
Retained Interest
|
1/1-9/6
|
9/6-12/31
|
3.08
|
Access to Certain Documentation
|
1/1-9/6
|
2/1-12/31
|
4.01
|
Distributions
|
1/1-9/6
|
2/1-12/31
|
4.02a
|
Reports to Unitholders and Others - with respect to statement information (i) to (xi)
|
N/A
|
2/15/2011, 8/15/2011
|
4.02a
|
Reports to Unitholders and Others - with respect to 8-K filing
|
2/15/2011, 8/15/2011
|
N/A
|
4.02a
|
Reports to Unitholders and Others - with respect to year end statement
|
1/1-9/6
|
9/6-12/31
|
4.02b
|
Reports to Unitholders and Others (b)
|
1/1-2/1
|
2/1-12/31
|
4.02c
|
Reports to Unitholders and Others (c)
|
1/1-2/1
|
2/1-12/31
|
4.02d
|
Reports to Unitholders and Others (d)
|
1/1-3/1
|
N/A
|
4.02e
|
Reports to Unitholders and Others (e)
|
1/1-2/1
|
2/1-12/31
|
4.02f
|
Reports to Unitholders and Others (f)
|
1/1-3/1
|
N/A
|
4.03
|
Calculation of Interest Rates
|
1/1-2/1
|
2/1-12/31
|
4.04
|
Compliance with Tax Reporting and Withholding Requirements
|
1/1-2/1
|
2/1-12/31
|
4.05
|
Preservation of Information, Communications to Holders - with respect to Registrar
|
1/1-9/6
|
9/6-12/31
|
5.02
|
Execution, Authentication, and Delivery
|
1/1-9/6
|
9/6-12/31
|
5.03
|
Registration; Registration of Transfer and Exchange
|
1/1-9/6
|
9/6-12/31
|
5.04
|
Mutilated, Destroyed, Lost and Stolen Units
|
1/1-9/6
|
9/6-12/31
|
5.05
|
Distributions in Respect of Units
|
1/1-9/6
|
9/6-12/31
|
5.07
|
Cancellation
|
1/1-9/6
|
9/6-12/31
|
5.08
|
Currency of Distributions in Respect of Units; Redenomination
|
1/1-9/6
|
9/6-12/31
|
5.09
|
Appointment of Paying Agent
|
1/1-9/6
|
9/6-12/31
|
5.10
|
Authenticating Agent
|
1/1-9/6
|
9/6-12/31
|
5.11
|
Issuance and Transfer Restrictions
|
1/1-9/6
|
9/6-12/31
|
5.11e
|
Issuance and Transfer Restrictions
|
1/1-2/1
|
2/1-12/31
|
5.12
|
Optional Exchange
|
N/A
|
N/A
|
5.13
|
Callable Series - with respect to notices
|
N/A
|
N/A
|
5.13
|
Callable Series - with respect to distributions
|
N/A
|
N/A
|
7.01
|
Voting Rights with Respect to Underlying Securities
|
1/1-2/1
|
2/1-12/31
|
7.02
|
Amendments and Waivers Under Swap Agreement and Guarantee
|
N/A
|
N/A
|
8.01
|
Realization Upon Default
|
1/1-2/1
|
2/1-12/31
|
9.01
|
Liquidation Events
|
1/1-2/1
|
2/1-12/31
|
9.02
|
Trust Wind Up Event
|
1/1-2/1
|
2/1-12/31
|
9.03
|
Expense Event
|
1/1-2/1
|
2/1-12/31
|
9.05a
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05b
|
Disposition of Trust Property
|
1/1-9/6
|
2/1-12/31
|
9.05c
|
Disposition of Trust Property - with respect to administration of terminations and liquidations, notices
|
1/1-2/1
|
2/1-12/31
|
9.05c
|
Disposition of Trust Property - with respect to distribution of proceeds
|
1/1-9/6
|
2/1-12/31
|
9.05d
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05h
|
Disposition of Trust Property
|
1/1-2/1
|
2/1-12/31
|
9.05j
|
Disposition of Trust Property
|
1/1-9/6
|
2/1-12/31
|
9.06
|
Limitation on Notice Requirement
|
1/1-2/1
|
2/1-12/31
|
10.01
|
Trustee Duties
|
1/1-9/6
|
2/1-12/31
|
11.01
|
Termination of Trust
|
N/A
|
N/A
|
12.01
|
Amendment of Trust Agreement; Waivers
|
1/1-9/6
|
2/1-12/31
|
12.07
|
Notice to Rating Agencies
|
1/1-2/1
|
2/1-12/31
|
12.08
|
Perfection of the Swap Counterparty Security Interest
|
N/A
|
N/A
|
Trust Agreement
|
|||
Schedule I
|
Callable Series
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Expense Administrator
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Warrant Agent
|
1/1-9/6
|
2/1-12/31
|
Schedule I
|
Notice of Interest Deferral
|
1/1-2/1
|
2/1-12/31
|
Schedule I
|
Compliance Certificate
|
1/1-3/1
|
N/A
|
Schedule I
|
Distributions Reports
|
1/1-9/6
|
9/6-12/31
|
Schedule III
|
Additional Warrant Terms
|
1/1-9/6
|
2/1-12/31
|
1.
|
Calculated the semi-annual interest payment, on the underlying security as defined in the prospectus.
|
2.
|
Verified that interest payments on the underlying security were received on the scheduled date for payment thereof.
|
3.
|
Calculated the semi-annual interest distributions and principal distributions, if any, on the Class A and Class B units.
|
4.
|
Verified that distributions on Class A and Class B units were made on the scheduled dates for distribution thereof.
|
5.
|
Verified Trust property amounts and balances.
|
6.
|
Verified that the amounts of any units redeemed, upon receipt of redemption payments or notices of exercise of warrants, matched amounts of the relevant redemptions and warrant exercise amounts notified to the Trustees.
|
7.
|
Verified that the proceeds of redemptions, exercise of warrants and liquidation of underlying securities following any underlying security default were applied within the time and in the manner provided in the Trust Agreement.
|
8.
|
Verified that reports on Form 8-K were filed by the Trustees with the Securities and Exchange Commission on or before the fifteenth day following each payment date for the Class A and Class B units.
|