Attached files
| file | filename |
|---|---|
| EX-12 - EXHIBIT 12 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv12.htm |
| EX-32.2 - EXHIBIT 32.2 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv32w2.htm |
| EX-23.2 - EXHIBIT 23.2 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv23w2.htm |
| EX-23.1 - EXHIBIT 23.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv23w1.htm |
| EX-31.1 - EXHIBIT 31.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv31w1.htm |
| EX-31.2 - EXHIBIT 31.2 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv31w2.htm |
| EX-32.1 - EXHIBIT 32.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv32w1.htm |
| EX-99.1 - EXHIBIT 99.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c98330exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
MERRILL LYNCH PREFERRED CAPITAL TRUST III
(Exact name of Registrant as specified in its certificate of trust)
COMMISSION FILE NO.: 1-7182-06
| Delaware | ||
| (State or other jurisdiction of | 13-7139561 | |
| incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 4 World Financial Center | ||
| New York, New York | 10080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Name of each exchange on which registered | |
| 7% Trust Originated Preferred Securities (“TOPrS”) | New York Stock Exchange | |
| (and the related guarantee) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
MERRILL LYNCH PREFERRED FUNDING III, L.P.
(Exact name of Registrant as specified in its certificate of
limited partnership)
COMMISSION FILE NO.: 1-7182-05
| Delaware | ||
| (State or other jurisdiction of | 13-3982448 | |
| incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 4 World Financial Center | ||
| New York, New York | 10080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Name of each exchange on which registered | |
| 7% Partnership Preferred Securities | New York Stock Exchange | |
| (and the related guarantee) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
The Registrants meet the conditions set forth in General Instruction I 1(a) and
(b) of Form 10-K and are therefore filing this form with the reduced disclosure
format.
Indicate by check mark if the Registrants are well-known seasoned issuers, as
defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the Registrants are not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrants have 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 (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the Registrants were required to submit and post such files).
Yes o No o
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 the 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. þ
Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, non-accelerated filers, or smaller reporting companies. See
definition of “accelerated filer”, “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act).
Yes o No þ
As of the close of business on June 30, 2009, no voting or non-voting common equity
of the Registrants was held by non-affiliates of the Registrants.
DOCUMENTS INCORPORATED BY REFERENCE:
Prospectus, dated January 12, 1998, filed pursuant to Rule 424(b) in connection
with Registration Statement on Form S-3 (No. 333-42859) filed by the Registrants
and Merrill Lynch & Co., Inc., is incorporated by reference in this Form 10-K in
response to Part I.
TABLE OF CONTENTS
Table of Contents
PART I
ITEM 1. BUSINESS
MERRILL LYNCH PREFERRED CAPITAL TRUST III
Merrill Lynch Preferred Capital Trust III (the “Trust”) is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
declaration of trust and the filing of a certificate of trust with the Secretary
of State on December 19, 1997, which was subsequently amended by an amended and
restated declaration of trust dated as of January 12, 1998. Merrill Lynch & Co.,
Inc. (the “Company” or “Merrill Lynch”) is the sole owner of the Trust common
securities. On January 1, 2009, the Company became a wholly-owned subsidiary of
Bank of America Corporation (“Bank of America”). The Trust exists for the
exclusive purposes of (i) issuing trust securities, consisting of 7% Trust
Originated Preferred Securities (the “TOPrS”)and trust common securities (the
“Trust Common Securities”), representing undivided beneficial ownership
interests in the assets of the Trust, (ii) investing the gross proceeds of the
trust securities in 7% Partnership Preferred Securities (the “Partnership
Preferred Securities”) issued by Merrill Lynch Preferred Funding III, L.P.
(the “Partnership”), and (iii) engaging in only those other activities necessary
or incidental thereto.
MERRILL LYNCH PREFERRED FUNDING III, L.P.
Merrill Lynch Preferred Funding III, L.P. (the “Partnership”) is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended, pursuant to an agreement of limited partnership and the filing of a
certificate of limited partnership with the Secretary of State of the State of
Delaware on December 19, 1997, which was subsequently amended by an amended and
restated agreement of limited partnership dated January 16, 1998. The Company
is the sole general partner of the Partnership. The Partnership is managed by
the general partner and exists for the exclusive purposes of (i) issuing its
partnership interests, consisting of the Company’s general partner interest and
the Partnership Preferred Securities, (ii) investing the proceeds thereof in
certain eligible securities of the Company and wholly-owned subsidiaries of the
Company (the “Affiliate Investment Instruments”) and certain eligible debt
securities, and (iii) engaging in only those other activities necessary or
incidental thereto.
The information set forth under the headings “Merrill Lynch Preferred Capital
Trust III”, “Merrill Lynch Preferred Funding III, L.P.”, “Description of the
Trust Preferred Securities”, “Description of the Trust Guarantee”, “Description
of the Partnership Preferred Securities”, “Description of the Partnership
Guarantee”, and “Use of Proceeds” in the Prospectus dated January 12, 1998 of
the Trust and the Partnership is incorporated by reference herein.
ITEM 1A. RISK FACTORS
The Company is the sole owner of the Trust Common Securities. The Trust exists
for the exclusive purposes of (i) issuing trust securities, consisting of 7%
Trust Originated Preferred Securities and Trust Common Securities, representing
undivided beneficial ownership interests in the assets of the Trust, (ii)
investing the gross proceeds of the trust securities in 7% Partnership Preferred
Securities issued by Merrill Lynch Preferred Funding III, L.P. (the
“Partnership”), and (iii) engaging in only those other activities necessary
or incidental thereto.
Table of Contents
The Company also is the sole general partner of the Partnership. The Partnership
is managed by the general partner and exists for the exclusive purposes of (i)
issuing its partnership interests, consisting of the Company’s general partner
interest and the Partnership Preferred Securities,(ii) investing the proceeds
thereof in certain eligible securities of the Company and wholly-owned
subsidiaries of the Company and certain eligible debt securities, and (iii)
engaging in only those other activities necessary or incidental thereto.
In the course of conducting its business operations, the Company could be
exposed to a variety of risks that are inherent to the financial services
business. A summary of some of the significant risks that could affect the
Company’s financial condition and results of operations is included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2009
and is incorporated by reference from Exhibit 99.1 to this report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Registrants do not own or lease any real property.
ITEM 3. LEGAL PROCEEDINGS
The Registrants know of no material legal proceedings involving the Trust, the
Partnership or the assets of either of them.
ITEM 4. RESERVED
PART II
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
There is no established public market for the Trust Common Securities or the
general partnership interest in the Partnership.
All of the Trust Common Securities and the entire general partnership
interest in the Partnership are owned of record and beneficially by the Company.
The Company, as holder of the Trust Common Securities, is entitled to
receive cumulative cash distributions accumulating from January 16, 1998 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing March 30, 1998, at an annual rate of 7% of the
liquidation amount per annum. Distributions not paid on the scheduled payment
date will accumulate and compound quarterly at a rate per annum equal to 7%. The
certificate of limited partnership of the Partnership does not require any
regular periodic distributions to be made to the general partner; however, to
the extent that aggregate payments to the Partnership on the Affiliate
Investment Instruments and on certain eligible debt securities exceed
distributions accumulated or payable with respect to the Partnership Preferred
Securities, the Partnership may at times have excess funds which shall be
allocated to and may, in the general partner’s sole discretion, be distributed
to the general partner.
Table of Contents
ITEM 6. SELECTED FINANCIAL DATA
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
No disclosure is required for this Item pursuant to General Instruction I
of Form 10-K. There are no material changes in the amount of revenue and
expense items between the most recent year presented and the fiscal year
immediately preceding it.
ITEM 7A. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On January 16, 1998, the Trust invested the gross proceeds from the sale of the
Trust Common Securities and the TOPrS in the Partnership Preferred Securities
(the “Trust Assets”). The Partnership, in turn, invested the proceeds from the
sale of the Partnership Preferred Securities and a capital contribution from the
Company in certain Affiliate Investment Instruments and eligible securities (the
“Partnership Assets”). To the extent the Partnership has funds available from
the Partnership Assets, the general partner of the Partnership may declare
distributions to the Trust, as holder of the Partnership Preferred Securities.
The Trust’s ability to pay distributions to the holders of the TOPrS is
dependent on its receipt of distributions on the Trust Assets from the
Partnership. Therefore, upon the receipt by the Partnership of payments from the
Partnership Assets and the distribution thereof to the Trust, the Trust will
pass through such payments to the holders of the TOPrS.
ITEM 8. FINANCIAL STATEMENTS and SUPPLEMENTARY DATA
In response to this item, the financial statements and notes thereto and the
Reports of Independent Registered Public Accounting Firms set forth on pages F-1
through F-19 are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As previously announced in an 8-K dated April 15, 2009, on April 15, 2009, the Audit Committee of
the board of directors of Bank of America, the parent corporation of the Company, approved the
engagement of PricewaterhouseCoopers LLP, as the Trust’s and the Partnership’s independent
registered public accounting firm to audit the Trust’s and the Partnership’s financial statements.
PricewaterhouseCoopers LLP currently serves as Bank of America’s independent registered public
accounting firm. This action effectively dismissed Deloitte & Touche LLP on that date as the
Trust’s and the Partnership’s principal independent accountants.
ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES
The persons who function as the equivalent of the Chief Executive Officer and
the Chief Financial Officer of the Trust and the Partnership have evaluated the
effectiveness of the Trust’s and the Partnership’s disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this Form 10-K. Based
on this evaluation, the persons who function as the equivalent of the Chief
Executive Officer and the Chief Financial Officer of the Trust and
the Partnership have concluded that the Trust’s and the Partnership’s disclosure
controls and procedures are effective as of the end of the period covered by
this report.
In addition, no change in the Trust’s or the Partnership’s internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934) occurred during the fourth quarter of 2009 that
has materially affected, or is reasonably likely to materially affect, the
Trust’s or the Partnership’s internal control over financial reporting.
Table of Contents
Report on Internal Control Over Financial Reporting
Management recognizes its responsibility for establishing and maintaining
adequate internal control over financial reporting and has designed internal
controls and procedures to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the financial
statements and related notes in accordance with generally accepted accounting
principles in the United States of America. Management assessed the
effectiveness of the Partnership’s and the Trust’s internal control over
financial reporting as of December 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its assessment, management believes that each of the Trust
and the Partnership maintained effective internal control over financial
reporting as of December 31, 2009.
This annual report does not include an attestation report of the Trust’s or the
Partnership’s independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Trust’s or the Partnership’s independent registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission (“SEC”) that permit
the Trust and the Partnership to provide only management’s report in this
annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS and EXECUTIVE OFFICERS of the REGISTRANT
No disclosure is required for this Item pursuant to General Instruction
I of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 12. SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT and
RELATED STOCKHOLDER MATTERS
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
Table of Contents
ITEM 14. PRINCIPAL ACCOUNTANT FEES and SERVICES
Pre-Approval of Services Provided by the Independent Registered Public
Accounting Firms
Subsequent to the acquisition of the Company by Bank of America and consistent
with SEC requirements, the Trust and the Partnership follow the policies established
by the Audit Committee of the Board of Directors of Bank of America (the “BAC Audit
Committee”) regarding engagements of the provision of audit services and permitted
non-audit services to the Trust and the Partnership by the independent registered public accounting
firm and by any other accounting firm proposed to be retained to provide audit services (e.g., in
compliance with a foreign statute) or non-audit services.
Under the BAC Audit Committee’s pre-approval policies and procedures, the BAC
Audit Committee is required to pre-approve the audit and non-audit services
performed by the Trust’s and the Partnership’s independent registered public
accounting firm. On an annual basis, the BAC Audit Committee pre-approves a list of
services that may be provided by the independent registered public accounting firm without
obtaining specific pre-approval from the BAC Audit Committee. The list of pre-approved
services is divided into four categories: audit services; audit-related services;
tax services; and all other services. In addition, the BAC Audit Committee sets
pre-approved fee levels for each of these listed services. Any type of service
that is not included on the list of pre-approved services must be specifically
approved by the BAC Audit Committee or its designee. Any proposed service that
is included on the list of pre-approved services but will cause the pre-approved
fee level to be exceeded will also require specific pre-approval by the BAC Audit
Committee or its designee.
The BAC Audit Committee has delegated pre-approval authority to the BAC Audit
Committee chairman and any pre-approved actions by the BAC Audit Committee chairman
as designee are reported to the BAC Audit Committee for approval at its next scheduled
meeting.
Fees Paid to the Independent Registered Public Accounting Firms
The following table presents aggregate fees billed for audits of the Trust’s and the
Partnership’s financial statements. For the year ended December 31, 2009, the
table presents the aggregate fees billed by PricewaterhouseCoopers LLP and their
affiliates (“PwC”). For the year ended December 26, 2008, the table presents
the aggregate fees billed by Deloitte & Touche. In April 2009, PwC was
engaged as the Trust’s and the Partnership’s independent registered
public accounting firm, at which time Deloitte & Touche was effectively dismissed
as the Trust’s and the Partnership’s independent registered public accounting firm.
| 2009 | 2008 | |||||||
Audit Fees(1) |
$ | 15,000 | $ | 12,200 | ||||
| (1) | Audit Fees consisted of fees for the audits and reviews of the Trust’s and the Partnership’s financial statements filed with the SEC on Forms 10-K and 10-Q. |
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Report:
| 1. | Financial Statements | ||
| The contents of the financial statements are listed on page F-1, and the financial statements and accompanying Reports of Independent Registered Public Accounting Firms appear on pages F-2 through F-19. | |||
| 2. | Financial Statement Schedules | ||
| None. | |||
| 3. | Exhibits | ||
| An exhibit index has been filed as part of this report and is incorporated herein by reference. |
Table of Contents
INDEX TO FINANCIAL STATEMENTS
ITEM 15(1)
| FINANCIAL STATEMENTS | PAGE | |||
MERRILL LYNCH PREFERRED CAPITAL TRUST III |
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-6 | ||||
| F-8 | ||||
| F-10 | ||||
MERRILL LYNCH PREFERRED FUNDING III, L.P. |
||||
| F-11 | ||||
| F-12 | ||||
| F-13 | ||||
| F-14 | ||||
| F-15 | ||||
| F-17 | ||||
| F-19 | ||||
F-1
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
BALANCE SHEETS
(dollars in thousands, except per security amounts)
(dollars in thousands, except per security amounts)
| December 31, 2009 | December 26, 2008 | |||||||
ASSETS |
||||||||
Investment in affiliate partnership preferred securities |
$ | 773,196 | $ | 773,196 | ||||
Interest receivable from affiliate |
— | 13,531 | ||||||
Total Assets |
$ | 773,196 | $ | 786,727 | ||||
LIABILITY AND STOCKHOLDERS’ EQUITY |
||||||||
Distributions payable |
$ | — | $ | 13,531 | ||||
Stockholders’ equity: |
||||||||
Preferred securities (7% Trust
Originated Preferred Securities;
30,000,000 authorized, issued, and
outstanding; $25 liquidation
amount per security) |
750,000 | 750,000 | ||||||
Common securities (7% Trust Common
Securities; 927,840 authorized,
issued, and outstanding;
$25 liquidation amount per security) |
23,196 | 23,196 | ||||||
Total Stockholders’ equity |
773,196 | 773,196 | ||||||
Total Liability and Stockholders’ Equity |
$ | 773,196 | $ | 786,727 | ||||
See Notes to Financial Statements
F-2
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF EARNINGS
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
EARNINGS |
||||||||||||
Interest on affiliate partnership preferred securities |
$ | 54,124 | $ | 54,124 | $ | 54,124 | ||||||
See Notes to Financial Statements
F-3
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
PREFERRED SECURITIES |
||||||||||||
Balance, beginning and end of period |
$ | 750,000 | $ | 750,000 | $ | 750,000 | ||||||
COMMON SECURITIES |
||||||||||||
Balance, beginning and end of period |
23,196 | 23,196 | 23,196 | |||||||||
UNDISTRIBUTED EARNINGS |
||||||||||||
Balance, beginning of period |
— | — | — | |||||||||
Earnings |
54,124 | 54,124 | 54,124 | |||||||||
Distributions |
(54,124 | ) | (40,593 | ) | (40,593 | ) | ||||||
Distributions payable |
— | (13,531 | ) | (13,531 | ) | |||||||
Balance, end of period |
— | — | — | |||||||||
Total Stockholders’ Equity |
$ | 773,196 | $ | 773,196 | $ | 773,196 | ||||||
See Notes to Financial Statements
F-4
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF CASH FLOWS
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Earnings |
$ | 54,124 | $ | 54,124 | $ | 54,124 | ||||||
Change in interest receivable from affiliate |
— | — | (13,531 | ) | ||||||||
Cash provided by operating activities |
54,124 | 54,124 | 40,593 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Distributions |
(54,124 | ) | (54,124 | ) | (40,593 | ) | ||||||
Cash used for financing activities |
(54,124 | ) | (54,124 | ) | (40,593 | ) | ||||||
NET CHANGE IN CASH |
— | — | — | |||||||||
CASH, BEGINNING OF PERIOD |
— | — | — | |||||||||
CASH, END OF PERIOD |
$ | — | $ | — | $ | — | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: |
||||||||||||
There were no distributions accrued at December 31, 2009 and
$13,531 of distributions accrued at both December 26, 2008 and
December 28, 2007 |
||||||||||||
See Notes to Financial Statements
F-5
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
December 31, 2009
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Capital Trust III (the “Trust”) is a statutory business
trust formed under the Delaware Business Trust Act, as amended. Merrill Lynch
& Co., Inc. (the “Company”) is the sole owner of the Trust common securities.
The Trust exists for the exclusive purposes of (i) issuing trust securities,
consisting of 7% Trust Originated Preferred Securities (the “Trust Preferred
Securities”) and trust common securities (the “Trust Common Securities”),
representing undivided beneficial ownership interests in the assets of the
Trust, (ii) investing the gross proceeds of the trust securities in 7%
Partnership Preferred Securities (the “Partnership Preferred Securities”)
issued by Merrill Lynch Preferred Funding III, L.P. (the “Partnership”),
and (iii) engaging in only those other activities necessary or incidental
thereto.
The Company has agreed
to (i) pay all fees and expenses related to the
organization and operations of the Trust (including taxes, audit fees,
duties, assessments, or government charges of whatever nature (other than
withholding taxes) imposed by the United States of America or any other
domestic taxing authority upon the Trust) and the offering of the Trust
Preferred Securities and (ii) be responsible for all debts and other obligations
of the Trust (other than with respect to the Trust Preferred Securities and the
Trust Common Securities). The Company has agreed to indemnify the trustees and
certain other persons.
On January 1, 2009, the Company became a wholly-owned subsidiary of Bank of
America Corporation (“Bank of America”).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.
Effective January 1, 2009, the Trust adopted calendar quarter-end and year-end
reporting periods to coincide with those of the Company and Bank of America.
Earnings for the intervening period between the Trust’s previous fiscal
year-end (December 26, 2008) and beginning of the current year
(January 1, 2009) were not material. During this period, the Trust received cash
of $13.5 million from an affiliate and paid $13.5 million in distributions.
INVESTMENTS
The investment in the affiliate partnership preferred securities represents a
limited partnership interest and is recorded at cost. Income on the Partnership
Preferred Securities is accrued when earned.
INCOME TAXES
The Trust does not incur any income tax liabilities. Such liabilities are
incurred directly by the security holders.
F-6
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
3. INVESTMENT IN AFFILIATE PARTNERSHIP PREFERRED SECURITIES
The Trust holds 30,000,000 7% Partnership Preferred Securities and 927,840
7% Trust Common Securities, $25 liquidation preference per each security. The
interest payment dates and redemption provisions of the Partnership Preferred
Securities, which became redeemable on March 30, 2008 at the option of the
Partnership, correspond to the distribution payment dates and redemption
provisions of the Trust Preferred Securities. Upon any redemption of the
Partnership Preferred Securities, the Trust Preferred Securities will be
redeemed. The Company has guaranteed, on a subordinated basis, the payment of
distributions by the Partnership on the Partnership Preferred Securities if, as,
and when declared out of funds legally available and payments upon liquidation
of the Partnership or the redemption of the Partnership Preferred Securities to
the extent of funds legally available.
4. STOCKHOLDERS’ EQUITY
TRUST PREFERRED SECURITIES
The Trust issued 30,000,000 7% Trust Preferred Securities, $25 liquidation
amount per security in a public offering on January 16, 1998. The Trust
Preferred Securities became redeemable on March 30, 2008 at the option of
the Trust, in whole or in part, at a redemption price equal to $25 per security.
Distributions on the Trust Preferred Securities are cumulative from the date of
original issue and are payable quarterly if, as, and when the Trust has funds
available for payment. Holders of the Trust Preferred Securities have limited
voting rights and are not entitled to vote to appoint, remove, or replace, or to
increase or decrease the number of, trustees, which voting rights are vested
exclusively in the holder of the Trust Common Securities. Under certain
circumstances, the Trust Preferred Securities have preferential rights to
payment relative to the Trust Common Securities.
The Company has guaranteed, on a subordinated basis, the payment in full of all
distributions and other payments on the Trust Preferred Securities to the extent
that the Trust has funds legally available. This guarantee and the partnership
distribution guarantee are subordinated to all other liabilities of the Company
and rank equally with the most senior preferred stock of the Company.
TRUST COMMON SECURITIES
The Trust issued 927,840 7% Trust Common Securities, $25 liquidation amount per
security, to the Company on January 16, 1998. The Trust Common Securities became
redeemable on March 30, 2008 at the option of the Trust, in whole or in part, at
a redemption price equal to $25 per security.
F-7
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Merrill Lynch Preferred Capital Trust III:
In our opinion, the accompanying balance sheet and the related statements of earnings, changes in
stockholders’ equity, and cash flows present fairly, in all material respects, the financial
position of Merrill Lynch Preferred Capital Trust III (the “Trust”) at December 31, 2009, and the
results of its operations and its cash flows for the period then ended in conformity with
accounting principles generally accepted in the United States of America. These financial
statements are the responsibility of the Trust’s management. Our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit of these
statements in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 24, 2010
New York, New York
March 24, 2010
F-8
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Merrill Lynch Preferred Capital Trust III:
We have audited the accompanying balance sheet of Merrill Lynch Preferred Capital
Trust III (the “Trust”) as of December 26, 2008, and the related statements of
earnings, changes in stockholders’ equity, and cash flows for the years ended
December 26, 2008 and December 28, 2007. These financial statements are the
responsibility of the Trust’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Trust is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects,
the financial position of the Trust as of December 26, 2008, and the results of its
operations and its cash flows for the years ended December 26, 2008 and December 28,
2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned subsidiary of Bank of
America Corporation on January 1, 2009.
/s/ Deloitte & Touche LLP
New York, New York
March 25, 2009
New York, New York
March 25, 2009
F-9
Table of Contents
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
Quarterly Information
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust III for 2009 and 2008 are prepared in conformity with U.S. generally
accepted accounting principles and reflect all adjustments that are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
(dollars in thousands)
| For the Quarter Ended | ||||||||||||||||||||||||||||||||
| Dec. 31, | Sept. 30, | June 30, | Mar. 31, | Dec. 26, | Sept. 26, | June 27, | Mar 28, | |||||||||||||||||||||||||
| 2009 | 2009 | 2009 | 2009 | 2008 | 2008 | 2008 | 2008 | |||||||||||||||||||||||||
Total Revenues |
$ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | ||||||||||||||||
Earnings |
$ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | $ | 13,531 | ||||||||||||||||
F-10
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
BALANCE SHEETS
(dollars in thousands)
(dollars in thousands)
| December 31, 2009 | December 26, 2008 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Affiliate debentures |
$ | 900,547 | $ | 900,547 | ||||
U.S. Government and agencies |
9,105 | 9,101 | ||||||
Total investments |
909,652 | 909,648 | ||||||
Interest receivable from affiliate |
— | 15,760 | ||||||
Total Assets |
$ | 909,652 | $ | 925,408 | ||||
LIABILITY AND PARTNERS’ CAPITAL |
||||||||
Distribution Payable |
$ | — | $ | 15,760 | ||||
Partners’ capital: |
||||||||
Limited partnership interest |
773,196 | 773,196 | ||||||
General partnership interest |
136,456 | 136,452 | ||||||
Total partners’ capital |
909,652 | 909,648 | ||||||
Total Liability and Partners’ Capital |
$ | 909,652 | $ | 925,408 | ||||
See Notes to Financial Statements
F-11
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF EARNINGS
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
EARNINGS |
||||||||||||
Interest income: |
||||||||||||
Affiliate debentures |
$ | 63,038 | $ | 63,038 | $ | 63,038 | ||||||
U.S. Government and agencies |
30 | 206 | 442 | |||||||||
Earnings |
$ | 63,068 | $ | 63,244 | $ | 63,480 | ||||||
See Notes to Financial Statements
F-12
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
LIMITED PARTNER’S CAPITAL |
||||||||||||
Balance, beginning of period |
$ | 773,196 | $ | 773,196 | $ | 773,196 | ||||||
Net income allocated to limited partner |
54,124 | 54,124 | 54,124 | |||||||||
Distributions |
(54,124 | ) | (40,593 | ) | (40,593 | ) | ||||||
Distribution payable |
— | (13,531 | ) | (13,531 | ) | |||||||
Balance, end of period |
773,196 | 773,196 | 773,196 | |||||||||
GENERAL PARTNER’S CAPITAL |
||||||||||||
Balance, beginning of period |
136,452 | 136,475 | 136,492 | |||||||||
Net income allocated to general partner |
8,944 | 9,120 | 9,356 | |||||||||
Distributions |
(8,940 | ) | (6,914 | ) | (7,144 | ) | ||||||
Distributions payable |
— | (2,229 | ) | (2,229 | ) | |||||||
Balance, end of period |
136,456 | 136,452 | 136,475 | |||||||||
TOTAL PARTNERS’ CAPITAL |
$ | 909,652 | $ | 909,648 | $ | 909,671 | ||||||
See Notes to Financial Statements
F-13
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
(dollars in thousands)
| FOR THE YEAR ENDED | ||||||||||||
| December 31, 2009 | December 26, 2008 | December 28, 2007 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Earnings |
$ | 63,068 | $ | 63,244 | $ | 63,480 | ||||||
Accretion of interest on securities issued by
U.S. Government and agencies |
(30 | ) | (206 | ) | (442 | ) | ||||||
Change in interest receivable from affiliate |
— | (1 | ) | (15,759 | ) | |||||||
Cash provided by operating activities |
63,038 | 63,037 | 47,279 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
Purchases of investment securities |
(18,192 | ) | (18,190 | ) | (18,192 | ) | ||||||
Maturities of investment securities |
18,218 | 18,420 | 18,650 | |||||||||
Cash provided by investing activities |
26 | 230 | 458 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Distributions to limited partner |
(54,124 | ) | (54,124 | ) | (40,593 | ) | ||||||
Distributions to general partner |
(8,940 | ) | (9,143 | ) | (7,144 | ) | ||||||
Cash used for financing activities |
(63,064 | ) | (63,267 | ) | (47,737 | ) | ||||||
NET CHANGE IN CASH |
— | — | — | |||||||||
CASH, BEGINNING OF PERIOD |
— | — | — | |||||||||
CASH, END OF PERIOD |
$ | — | $ | — | $ | — | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: |
||||||||||||
There were no distributions accrued at December 31, 2009 and
$15,760 and $15,759 of distributions accrued at December 26, 2008 and
December 28, 2007, respectively
|
||||||||||||
See Notes to Financial Statements
F-14
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
December 31, 2009
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Funding III, L.P. (the “Partnership”) is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended. Merrill Lynch & Co. Inc. (the “Company”) is the sole general partner
of the Partnership. The Partnership is managed by the general partner and exists
for the exclusive purposes of (i) issuing its partnership interests, consisting of
the Company’s general partner interest and the Partnership Preferred Securities,
(ii) investing the proceeds thereof in certain eligible securities of the Company
And wholly-owned subsidiaries of the Company (the “Affiliate Investment
Instruments”) and certain eligible debt securities, and (iii) engaging in only
those other activities necessary or incidental thereto.
The Company, in its capacity as sole general partner of the Partnership, has
agreed to (i) pay all fees and expenses related to the organization and
operations of the Partnership (including taxes, audit fees, duties, assessments,
or government charges (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Partnership) and (ii) be
responsible for all debts and other obligations of the Partnership (other than
with respect to the Partnership Preferred Securities). The Company has also
agreed to indemnify certain officers and agents of the Partnership.
On January 1, 2009, the Company became a wholly-owned subsidiary of
Bank of America Corporation (“Bank of America”).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.
Effective January 1, 2009, the Partnership adopted calendar quarter-end and year-end
reporting periods to coincide with those of the Company and Bank of America.
Earnings for the intervening period between the Partnership’s previous fiscal
year-end (December 26, 2008) and beginning of the current year (January 1, 2009)
were not material. During this period, the Partnership received cash of
$15.8 million from an affiliate and paid $15.8 million in distributions.
INVESTMENTS
The Partnership’s investment in affiliate debentures is recorded at cost. Its
investment in U.S. Government and agency securities is recorded at accreted
cost and matures within one year. At December 31, 2009, the estimated fair
value of the investment in affiliate debentures is approximately $761 million
and the fair value of the investment in U.S. Government and agency securities
approximates its carrying value.
INCOME TAXES
The Partnership does not incur any income tax liabilities. Such liabilities are
incurred directly by the partners.
F-15
Table of Contents
MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
3. INVESTMENT IN AFFILIATE DEBENTURES
The Partnership holds debentures of the Company and a wholly-owned subsidiary of
the Company. The debentures mature on December 30, 2017 and bear interest at 7%
per annum. The interest payment dates and redemption provisions of the debentures,
which became redeemable at the option of the Company and its subsidiary on
March 30, 2008, correspond to the distribution payment dates and redemption
provisions of the Partnership Preferred Securities. Interest and redemption
payments on the subsidiary debenture are guaranteed by the Company on a
subordinated basis.
4. PARTNERS’ CAPITAL
The Partnership issued 30,000,000 7% Partnership Preferred Securities and
927,840 7% Trust Common Securities, $25 liquidation preference per each
security, to the Trust on January 16, 1998. Distributions on the Partnership
Preferred Securities are cumulative from the date of original issue and are
payable quarterly if, as, and when declared by the general partner. The
Partnership Preferred Securities became redeemable on March 30, 2008 at the
option of the Partnership, at a redemption price equal to $25 per security.
Except as provided in the Limited Partnership Agreement and Partnership
Preferred Securities Guarantee Agreement, and as otherwise provided by law, the
holders of the Partnership Preferred Securities have no voting rights.
The Company has guaranteed the payment of distributions by the Partnership on
the Partnership Preferred Securities if, as, and when declared out of funds
legally available and payments upon liquidation of the Partnership or the
redemption of the Partnership Preferred Securities to the extent of funds
legally available. This guarantee is subordinated to all other liabilities of
the Company and ranks equally with the most senior preferred stock of the
Company.
Contemporaneously with the issuance of the Partnership Preferred Securities,
the Company, as general partner, contributed capital to the Partnership in the
amount of approximately $137.0 million. The Partnership may at times have
excess funds which are allocated to the Company and may, in the Company’s sole
discretion, be distributed to the Company to the extent that aggregate payments
by the Company to the Partnership exceed distributions accumulated or payable
with respect to the Partnership Preferred Securities.
F-16
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner and Limited Partner of Merrill Lynch Preferred Funding III, L.P.:
In our opinion, the accompanying balance sheet and the related statements of earnings, changes in
partners’ capital, and cash flows present fairly, in all material respects, the financial position
of Merrill Lynch Preferred Funding III, L.P. (the “Partnership”) at December 31, 2009, and the
results of its operations and its cash flows for the period then ended in conformity with
accounting principles generally accepted in the United States of America. These financial
statements are the responsibility of the Partnership’s management. Our responsibility is to
express an opinion on these financial statements based on our audit. We conducted our audit of
these statements in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 24, 2010
New York, New York
March 24, 2010
F-17
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner and Limited Partner of Merrill Lynch Preferred Funding III, L.P.:
We have audited the accompanying balance sheet of Merrill Lynch Preferred
Funding III, L.P. (the “Partnership”) as of December 26, 2008, and the related
statements of earnings, changes in partners’ capital, and cash flows for the years
ended December 26, 2008 and December 28, 2007. These financial statements are the
responsibility of the Partnership’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Partnership’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects,
the financial position of the Partnership as of December 26, 2008, and the results
of its operations and its cash flows for the years ended December 26, 2008 and
December 28, 2007, in conformity with accounting principles generally accepted in
the United States of America.
As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned subsidiary of Bank
of America Corporation on January 1, 2009.
/s/ Deloitte & Touche LLP
New York, New York
March 25, 2009
New York, New York
March 25, 2009
F-18
Table of Contents
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
Quarterly Information
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding III, L.P. for 2009 and 2008 are prepared in conformity with U.S.
generally accepted accounting principles and reflect all adjustments that are,
in the opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
(dollars in thousands)
| For the Quarter Ended | ||||||||||||||||||||||||||||||||
| Dec. 31, | Sept. 30, | June 30, | Mar. 31, | Dec. 28, | Sept. 29, | June 27, | Mar. 28, | |||||||||||||||||||||||||
| 2009 | 2009 | 2009 | 2009 | 2008 | 2008 | 2008 | 2008 | |||||||||||||||||||||||||
Total Revenues |
$ | 15,765 | $ | 15,765 | $ | 15,767 | $ | 15,771 | $ | 15,791 | $ | 15,803 | $ | 15,819 | $ | 15,831 | ||||||||||||||||
Earnings |
$ | 15,765 | $ | 15,765 | $ | 15,767 | $ | 15,771 | $ | 15,791 | $ | 15,803 | $ | 15,819 | $ | 15,831 | ||||||||||||||||
F-19
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 30th day of March,
2010.
| MERRILL LYNCH PREFERRED CAPITAL TRUST III* |
||||
| By: | /s/ MARLENE DEBEL | |||
| Name: | Marlene Debel | |||
| Title: | Regular Trustee | |||
| * | There is no principal executive officer(s), principal financial officer, controller, principal accounting officer or board of directors of the Registrants. The Trustees of the Trust (which include the Regular Trustees, the Property Trustee and the Delaware Trustee) together exercise all powers and perform all functions with respect to the Trust. |
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, by Merrill Lynch & Co., Inc. as General Partner,
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 30th day of March, 2010.
| Merrill Lynch Preferred Funding III, L.P. | |||
| By: | Merrill Lynch & Co., Inc. as General Partner | ||
| SIGNATURE | TITLE | |
/s/ THOMAS W. PERRY
|
Chief Accounting Officer and Controller |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors and officers of Merrill Lynch
& Co., Inc., General Partner of the Registrant, in the capacities indicated
on the 30th day of March, 2010.
| SIGNATURE | TITLE | |
/s/ THOMAS K. MONTAG
|
Chief Executive Officer (Principal Executive Officer) |
|
/s/ ROBERT QUTUB
|
Chief Financial Officer (Principal Financial Officer) |
|
/s/ THOMAS W. PERRY
|
Chief Accounting Officer and Controller | |
/s/ BRIAN T. MOYNIHAN
|
Chairman and Director | |
/s/ NEIL A. COTTY
|
Director | |
/s/ SALLIE L. KRAWCHECK
|
Director | |
/s/ BRUCE THOMPSON
|
Director |
Table of Contents
EXHIBIT INDEX
| 4.1 | Certificate of Trust dated December 19, 1997, of the Trust
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 (No. 333-42859) (the “Registration Statement”)). |
|||
| 4.2 | Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.2 to the Registration
Statement). |
|||
| 4.3 | Certificate of Limited Partnership, dated as of December 19,
1997, of the Partnership (incorporated by reference to Exhibit 4.3
to the Registration Statement). |
|||
| 4.4 | Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (incorporated by reference to Exhibit 4.4 to
the Registration Statement). |
|||
| 4.5 | Form of Trust Preferred Securities Guarantee Agreement between
the Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement). |
|||
| 4.6 | Form of Partnership Preferred Securities Guarantee Agreement
between the Company and The Bank of New York Mellon, as guarantee
trustee (incorporated by reference to Exhibit 4.6 to the
Registration Statement). |
|||
| 4.7 | Form of Subordinated Debenture Indenture between the Company
and The Bank of New York Mellon, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-3
(No. 333-16603)). |
|||
| 4.8 | Form of Affiliate Debenture Guarantee Agreement between the
Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.8 to the Registration
Statement). |
|||
| 4.9 | Form of Trust Preferred Security (included in Exhibit 4.2 above). |
|||
| 4.10 | Form of Partnership Preferred Security (included in Exhibit 4.4 above). |
|||
| 4.11 | Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the Registration Statement). |
|||
| 12 | * | Statement re: Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Securities Distributions (unaudited). |
||
| 23.1 | * | Consent of PricewaterhouseCoopers LLP. |
||
| 23.2 | * | Consent of Deloitte & Touche LLP. |
||
| 31.1 | * | Rule 13a-14(a) Certification. |
||
| 31.2 | * | Rule 13a-14(a) Certification. |
||
| 32.1 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
||
| 32.2 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
||
| 99.1 | * | Excerpt of Merrill Lynch & Co., Inc. Annual Report on
Form 10-K for the year ended December 31, 2009. |
| * | Filed herewith |