Attached files
EXHIBIT 99.3
Independent
Accountants Report
The Board of
Directors
The Bank of New York Mellon:
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 UPC-1 transaction as of and for the year ended December 31, 2009.
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, 2009 with respect to the PreferredPLUS
Trust Series UPC-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, 2009 is fairly stated,
in all material respects.
/s/ KPMG LLP
Chicago, Illinois
March 9, 2010
March 9, 2010
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 UPC-1 transaction. With respect to servicing standard 4, 5, 6
and 7, there were no activities performed during the year ended December 31,
2009 with respect to the PreferredPLUS
Trust Series UPC-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 the Companys compliance with the requirements of the
PPLUS Minimum Servicing Standards as it relates to PreferredPLUS
Trust Series UPC-1 as of and for the year ended December 31, 2009. Based on
this evaluation, the Company asserts that as of and for the year ended December
31, 2009, 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 9, 2010 |
APPENDIX I
PPLUS Minimum Servicing Standards intended
for use in connection with the Annual
Accountants Report (AAR)
for use in connection with the Annual
Accountants Report (AAR)
Below is Merrill Lynch Depositor, Inc.s (the Depositor) together with Merrill Lynch Structured Credit Derivatives
and the Merrill Lynch Credit Derivatives Operations Group, minimum servicing standards for
the PreferredPlus Program (PPlus). The Bank of New York Mellon (the Bank) acts as
Trustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlus
Program and has agreed to comply with these minimum servicing standards.
MERRILL LYNCH DEPOSITOR, INC.S MINIMUM SERVICING STANDARDS
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 Merrill Lynch Structured Credit Derivatives/Merrill Lynch Credit Derivatives Operations Group. | ||
| 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. |