Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
For the fiscal year ended: | Commission file number: | |
December 31, 2010 | 001-16453 |
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PREFERREDPLUS TRUST SERIES CCR-1)
(Exact name of registrant as specified in its charter)
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) |
Registrants telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
PreferredPLUS Trust Certificates Series CCR-1, Listed On The New York
Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes þ No o
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).
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 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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.
Large
accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting filer o
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal
quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrants classes
of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS
For information with respect to the underlying
securities held by PreferredPLUS Trust Series CCR-1,
please refer to Countrywide Financial Corporations
(Commission file number 001-12331-01) periodic
reports, including annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on
Form 8-K, and other information on file with the
Securities and Exchange Commission (the SEC). You
can read and copy these reports and other information
at the public reference facilities maintained by the
SEC at Room 1580, 100 F Street, NE, Washington, D.C.
20549. You may obtain copies of this material for a
fee by writing to the SECs Public Reference Section
of the SEC at 100 F Street, NE, Washington, D.C.
20549. You may obtain information about the operation
of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You can also access some of this
information electronically by means of the SECs
website on the Internet at http://www.sec.gov, which
contains reports, proxy and information statements
and other information that the underlying securities
issuer and underlying securities guarantor have filed
electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying securities, the junior
subordinated debentures, the underlying securities
issuer, the junior subordinated debentures issuer or
the underlying securities guarantor contained in the
underlying securities guarantors Exchange Act
reports is not reliable, neither the depositor nor
the trustee participated in the preparation of such
documents, or made any due diligence inquiry with
respect to the information provided therein. No
investigation with respect to the underlying
securities guarantor, underlying securities issuer,
junior subordinated debentures issuer (including,
without limitation, no investigation as to their
respective financial condition or creditworthiness)
or of the underlying securities or the junior
subordinated debentures has been made. You should
obtain and evaluate the same information concerning
the underlying securities guarantor, the underlying
securities issuer or the junior subordinated
debentures issuer as you would obtain and evaluate if
your investment were directly in the underlying
securities or in other securities issued by the
underlying securities issuer. There can be no
assurance that events affecting the underlying
securities, the junior subordinated debentures, the
underlying securities issuer, the junior subordinated
debentures issuer or the underlying securities
guarantor have not occurred or have not yet been
publicly disclosed which would affect the accuracy or
completeness of the publicly available documents
described above.
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ITEM 1A. RISK FACTORS
Your investment in the trust certificates will
involve certain risks. You should carefully consider
the following discussion of risks, and the other
information included or incorporated by reference in
the applicable prospectus supplement and the
accompanying prospectus. You should also carefully
consider any risk factors and other information that
the underlying securities guarantor and the
underlying securities issuer may file in their
Exchange Act reports as referenced in Item 1 above.
IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO
THEIR MATURITY DATE OR IF ANY CALL WARRANTS ARE
EXERCISED, YOU MAY NOT BE ABLE TO REINVEST YOUR
REDEMPTION OR CALL PROCEEDS AT A YIELD COMPARABLE TO
THE YIELD YOU WOULD HAVE RECEIVED ON YOUR TRUST
CERTIFICATES
The yield you will realize on your trust certificates
depends upon several factors, including:
| the purchase price of the trust certificates, | ||
| when you acquire your trust certificates, | ||
| whether the junior subordinated debentures issuer exercises its option to either redeem or shorten the stated maturity of the junior subordinated debentures, and | ||
| whether the call warrant holders exercise their rights to purchase outstanding trust certificates. |
Upon the occurrence and continuation of a Special
Event (as defined in the prospectus supplement
applicable to the trust certificates), the junior
subordinated debentures issuer will have the right,
if certain conditions are met, to shorten the Stated
Maturity of the junior subordinated debentures to a
date not earlier than December 15, 2011 or to redeem
the junior subordinated debentures. If the junior
subordinated debentures issuer redeems the junior
subordinated debentures, the underlying securities
held by the trust will also be redeemed. Because the
junior subordinated debentures issuer has the right
to redeem the junior subordinated debentures early,
we cannot assure you that the trust will be able to
hold the underlying securities until their maturity
date.
3
The yield you will realize on your trust certificates
also depends on whether the call warrant holders
exercise their call warrants to purchase the trust
certificates. Prevailing interest rates at the time
of an early redemption or call exercise may be lower
than the yield on your trust certificates. Therefore,
you may be unable to realize a comparable yield upon
reinvesting the funds you receive from an early
redemption or exercise of any call warrants. In
addition, if the prevailing market value of the trust
certificates exceeds the redemption price or call
exercise price paid to you upon a redemption of the
underlying securities or the exercise of a call, you
will not be able to realize such excess.
YOU MAY NOT BE PAID IF THE ASSETS OF THE TRUST
ARE INSUFFICIENT
Currently, the trust has no significant assets other
than the underlying securities. If the underlying
securities are insufficient to make payments or
distributions on the trust certificates, no other
assets will be available for payment of the
deficiency.
THE TRUSTEE WILL NOT MANAGE THE UNDERLYING SECURITIES
Except as described below, the trust will not dispose
of any underlying securities, even if an event occurs
that adversely affects the value of the underlying
securities, the underlying securities guarantor or
the underlying securities issuer. As provided in the
applicable trust agreement, the trust will dispose of
the underlying securities only if:
| 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 guarantor ceases to file Exchange Act reports. |
Under the first circumstance listed above, the
trustee must sell the underlying securities on behalf
of the trust, even if adverse market conditions
exist. The trustee has no discretion to do otherwise.
If adverse market conditions do exist at the time of
the trustees sale of the underlying securities, you
may incur greater losses than if the trust continued
to hold the underlying securities.
THE TRUST CERTIFICATES ARE SUBJECT TO THE
CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUER
AND THE UNDERLYING SECURITIES GUARANTOR
The trust certificates represent interests in
obligations of the underlying securities issuer, the
junior subordinated debentures issuer and underlying
securities guarantor. In particular, the trust
certificates will be subject to all the risks
associated with directly investing in the junior
subordinated debentures issuers and the underlying
securities guarantors unsecured subordinated debt
obligations. None of the Declaration, the underlying
Indenture, the junior subordinated debentures, the
underlying securities, the Debt Guarantee or the
Trust Guarantee places a limitation on the amount of
senior indebtedness that may be incurred by the
junior subordinated debentures issuer or the
underlying securities guarantor.
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THE TRUSTS RIGHT TO DIRECT ACTION AGAINST THE JUNIOR
SUBORDINATED DEBENTURES ISSUER AND THE UNDERLYING
SECURITIES GUARANTOR TO ENFORCE THE RIGHTS OF THE
JUNIOR SUBORDINATED DEBENTURES HOLDERS IS LIMITED
If a Trust Enforcement Event (as defined in the
applicable prospectus supplement) occurs and is
continuing, then the holders of the underlying
securities would rely on, and in certain
circumstances could cause, the Property Trustee of
the underlying securities issuer to enforce its
rights as a holder of the junior subordinated
debentures and the Debt Guarantee on behalf of the
underlying securities issuer against the junior
subordinated debentures issuer and the underlying
securities guarantor, respectively. In addition, the
holders of a majority in liquidation amount of the
underlying securities will have the right to direct
the time, method and place of conducting any
proceeding for any remedy available to the Property
Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the
Declaration, including the right to direct the
Property Trustee to exercise the remedies available
to it as a holder of the junior subordinated
debentures and the Debt Guarantee. If the Property
Trustee fails to enforce its rights with respect to
the junior subordinated debentures or the Debt
Guarantee held by the underlying securities issuer
after a majority in liquidation amount of the
underlying securities holders has so directed the
Property Trustee, any registered holder of underlying
securities may institute a legal proceeding directly
against the junior subordinated debentures issuer to
enforce the Property Trustees rights under the
junior subordinated debentures or against the
underlying securities guarantor to enforce the
Property Trustees rights under the Debt Guarantee
without first instituting any legal proceeding
against the Property Trustee or any other person or
entity.
If the junior subordinated debentures issuer defaults
on its obligation to pay amounts payable under the
junior subordinated debentures, and the underlying
securities guarantor does not make such payments, to
the extent required, under the Debt Guarantee, the
underlying securities issuer will lack funds for the
payment of Distributions or amounts payable on
redemption of the underlying securities or otherwise.
In that event, holders of the underlying securities
will not be able to rely on the Trust Guarantee for
payment of those amounts. However, in the event the
junior subordinated debentures issuer fails to pay
interest on, premium, if any, or principal of the
junior subordinated debentures on the payment dates
on which those payments are due and payable,
including on any redemption date, and the underlying
securities guarantor does not make those payments, to
the extent required, under the Debt Guarantee, then a
registered holder of underlying securities may
directly institute a direct action against the junior
subordinated debentures issuer or the underlying
securities guarantor, as the case may be, on or after
the respective due dates specified in the junior
subordinated debentures for enforcement of payment to
that holder of the interest on, premium, if any, or
principal of such junior subordinated debentures
having an aggregate principal amount equal to the
aggregate liquidation amount of the underlying
securities of such holder. In connection with a
direct action, the underlying securities guarantor
will be subrogated to the rights of the holder of
underlying securities under the Declaration to the
extent of any payment made by the underlying
securities guarantor, pursuant to the Debt Guarantee,
to that holder of underlying securities in the direct
action.
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Except as described in the applicable prospectus
supplement, holders of underlying securities will not
be able to exercise directly any other remedy
available to the holders of junior subordinated
debentures or assert directly any other rights in
respect of the junior subordinated debentures or the
Debt Guarantee.
THE JUNIOR SUBORDINATED DEBENTURES ISSUER HAS THE
ABILITY TO DEFER INTEREST PAYMENTS ON THE JUNIOR
SUBORDINATED DEBENTURES
The junior subordinated debentures issuer can, on one
or more occasions, defer interest payments on the
junior subordinated debentures for up to 10
consecutive semiannual interest periods, but not
beyond the maturity date of the junior subordinated
debentures. If the junior subordinated debentures
issuer defers interest payments on the junior
subordinated debentures, the underlying securities
issuer will defer distributions on the underlying
securities. If the underlying securities issuer
defers distributions on the underlying securities,
the trust will defer distributions on the trust
certificates during any deferral period. No
additional amounts will accrue on the trust
certificates or be owed to trust certificateholders
as a result of any delay, but any additional amounts
owed and paid by the underlying securities issuer as
a result of the delay will be paid to the trust
certificateholders.
Because the junior subordinated debentures issuer has
the right to defer interest payments, the market
price of the underlying securities (which represent
an undivided beneficial interest in the junior
subordinated debentures) may be more volatile than
other similar securities where the issuer does not
have the right to defer interest payments.
6
IF THE JUNIOR SUBORDINATED DEBENTURES ISSUER
EXERCISES ITS OPTION TO DEFER INTEREST PAYMENTS ON
THE JUNIOR SUBORDINATED DEBENTURES, THE TRUST
CERTIFICATEHOLDERS MAY FACE ADVERSE TAX CONSEQUENCES
Should the junior subordinated debentures issuer
exercise its right to defer any payment of interest
on the junior subordinated debentures, each
underlying securities holder will be required to
accrue interest income (as original issue discount)
in respect of the deferred stated interest allocable
to its share of the underlying securities for United
States federal income tax purposes. As a result, a
trust certificateholder, as a beneficial owner of the
underlying securities, would have to include this
amount in gross income for United States federal
income tax purposes prior to the receipt of any cash
distributions. In addition, the trust
certificateholder would not receive cash from the
underlying securities issuer related to this income
if the trust certificateholder disposes of the trust
certificates prior to the record date on which
distributions of these amounts are made. To the
extent the selling price is less than the trust
certificateholders adjusted tax basis (which will
include, in the form of original issue discount all
accrued but unpaid interest), the trust
certificateholder will recognize a capital loss.
Subject to limited exceptions, capital losses cannot
be applied to offset ordinary income for United
States federal income tax purposes.
THE PAYMENTS OWED TO THE TRUST CERTIFICATEHOLDERS
ARE UNSECURED OBLIGATIONS
In a liquidation, holders of the underlying
securities, including the trust, will be paid only
after holders of secured obligations of the junior
subordinated debentures issuer. According to the
underlying securities prospectus, the junior
subordinated debentures are general unsecured
obligations of the junior subordinated debentures
issuer, which rank on a parity with all other
unsecured senior indebtedness of the junior
subordinated debentures issuer, but which are
effectively subordinated to the junior subordinated
debentures issuers existing and future senior
secured indebtedness to the extent of the collateral
for such indebtedness.
THE JUNIOR SUBORDINATED DEBENTURES ISSUERS
OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBENTURES
AND THE UNDERLYING SECURITIES GUARANTORS OBLIGATIONS
UNDER THE GUARANTEES ARE SUBORDINATED
The obligations of the junior subordinated debentures
issuer under the junior subordinated debentures and
the Indenture and the obligations of the underlying
securities guarantor under the Guarantees and the
Indenture will be:
| unsecured and rank subordinate and junior in right of payment to all existing and future Senior Indebtedness (as defined in the applicable prospectus supplement) of the underlying securities guarantor and the junior subordinated debentures issuer, respectively. This means that neither the junior subordinated debentures issuer nor the underlying securities guarantor can make any payments of principal (including redemption payments) or interest on the junior subordinated debentures if either one defaults on a payment on its Senior Indebtedness or the maturity of any of its Senior Indebtedness has been accelerated because of a default; |
7
| senior to common and preferred equity of the underlying securities guarantor and the junior subordinated debentures issuer, respectively; and | ||
| structurally subordinated to all existing and future liabilities and obligations of the underlying securities guarantors and the junior subordinated debentures issuers subsidiaries, respectively. |
The terms of the underlying securities, the junior
subordinated debentures and the Guarantees place no
limitation on the amount of Senior Indebtedness that
the underlying securities guarantor or the junior
subordinated debentures issuer may incur or on the
amount of liabilities and obligations of the
underlying securities guarantors or the junior
subordinated debentures issuers subsidiaries.
THE TRUSTS RIGHT TO DIRECT ACTION AGAINST
THE UNDERLYING SECURITIES GUARANTOR FOR
PAYMENT IS LIMITED
The Trust Guarantee of the underlying securities
guarantor is subject to the provisions of the Trust
Indenture Act of 1939, as amended (the Trust
Indenture Act). The trustee of the junior
subordinated debentures, in addition to acting as
indenture trustee under the Indenture, will act as
guarantee trustee under the Trust Guarantee for the
purposes of compliance with the provisions of the
Trust Indenture Act (the Guarantee Trustee). The
Guarantee Trustee will hold the Trust Guarantee for
the benefit of the underlying securities holders.
Pursuant to the Trust Guarantee, the underlying
securities guarantor has guaranteed to the underlying
securities holders the payment of:
| any accrued and unpaid distributions that are required to be paid on the underlying securities, to the extent the underlying securities issuer has funds available for payment; | ||
| the applicable redemption price of the underlying securities called for redemption, to the extent the underlying securities issuer has funds available for redemption; and |
8
| upon a voluntary or involuntary dissolution or liquidation of the underlying securities issuer (unless the junior subordinated debentures are distributed to holders of the underlying securities), the lesser of |
| the aggregate of the liquidation amount and all accrued and unpaid distributions on the underlying securities to the date of the payment, to the extent the underlying securities issuer has funds available for payment, and | ||
| the amount of the underlying securities issuers assets remaining available for distribution to underlying securities holders upon the underlying securities issuers liquidation. |
The underlying securities guarantors obligation to
make payments under the Trust Guarantee may be
satisfied by direct payment of the required amounts
by the underlying securities guarantor to the holders
of the underlying securities or by causing the
underlying securities issuer to pay such amounts to
such holders.
If the junior subordinated debentures issuer were to
default on its obligation to pay amounts payable on
the junior subordinated debentures and the underlying
securities guarantor defaulted on its obligations
under the Debt Guarantee, the underlying securities
issuer would lack available funds for the payment of
distributions or amounts payable on redemption of the
underlying securities or otherwise. In that event,
underlying securities holders would not be able to
rely upon the Trust Guarantee for payment of these
amounts. Instead, an underlying securities holder
would rely on its enforcement of its right against
the underlying securities guarantor to enforce
payments on the junior subordinated debentures.
Despite any payments made to an underlying securities
holder by the underlying securities guarantor in
connection with a direct action, the underlying
securities guarantor shall remain obligated to pay
the principal of (and premium, if any) and interest
on the junior subordinated debentures. The underlying
securities guarantor would be subrogated to the
rights of the underlying securities holder to the
extent of any payments made by the underlying
securities guarantor to the holder in any direct
action. Except as described above, underlying
securities holders will not be able to exercise
directly any remedy available to junior subordinated
debentures holders or to assert directly any other
rights in respect of the junior subordinated
debentures.
9
If the junior subordinated debentures issuer does not
make payments on the junior subordinated debentures
held by the underlying securities issuer and the
underlying securities guarantor does not make such
payments, to the extent required, under the Debt
Guarantee, the underlying securities issuer will not
be able to make payments on the underlying securities
and will not have funds legally available therefor.
The Trust Guarantee does not limit the incurrence or
issuance of other secured or unsecured debt of the
underlying securities guarantor, whether under any
existing indenture or under any other indenture that
the underlying securities guarantor may enter into in
the future or otherwise.
An event of default under the Trust Guarantee will
occur upon the failure of the underlying securities
guarantor to perform any of its payment or other
obligations under the Trust Guarantee. The holders of
not less than a majority in aggregate liquidation
amount of the underlying securities have the right to
direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee
Trustee in respect of the Trust Guarantee or to
direct the exercise of any trust or power conferred
upon the Guarantee Trustee under the Trust Guarantee.
If the Guarantee Trustee fails to enforce the Trust
Guarantee, then any holder of the underlying
securities may institute a legal proceeding directly
against the underlying securities guarantor to
enforce the Guarantee Trustees rights under the
Trust Guarantee without first instituting a legal
proceeding against the underlying securities issuer,
the Guarantee Trustee or any other person or entity.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, Moodys and/or S&P assigned
ratings to the trust certificates equivalent to the
ratings of the underlying securities as of the date
of the applicable prospectus supplement.
Any rating issued with respect to the trust
certificates is not a recommendation to purchase,
sell or hold a security. Ratings do not comment on
the market price of the trust certificates or their
suitability for a particular investor. We cannot
assure you that these ratings will remain for any
given period of time or that a ratings agency would
not revise or withdraw entirely the ratings if, in
its judgment, circumstances (including, without
limitation, the rating of the underlying securities)
merit. A revision or withdrawal of a rating may
adversely affect the market price of the trust
certificates.
THE JUNIOR SUBORDINATED DEBENTURES CAN BE
DISTRIBUTED IN LIQUIDATION OF THE UNDERLYING
SECURITIES ISSUER
At any time, the underlying securities guarantor will
have the right to dissolve the underlying securities
issuer. After the satisfaction of liabilities to
creditors of the underlying securities issuer, if
any, the underlying securities guarantor will have
the right to cause the junior subordinated
debentures, together with the Debt Guarantee, to be
distributed to the holders of the underlying
securities in liquidation of the underlying
securities issuer. In addition, upon certain other
events, the underlying securities issuer may be
liquidated and the junior subordinated debentures and
the Debt Guarantee may be distributed to those
holders.
10
Under current United States federal income tax law
and interpretations thereof and assuming, as
expected, that the underlying securities issuer is
treated as a grantor trust for United States federal
income tax purposes, the underlying securities
issuers distribution of the junior subordinated
debentures and the Debt Guarantee pursuant to a
liquidation of the underlying securities issuer will
not be a taxable event to the underlying securities
issuer or to beneficial owners of any underlying
securities, including the trust certificateholders.
If, however, the liquidation of the underlying
securities issuer were to occur because the
underlying securities issuer is subject to United
States federal income tax with respect to income
accrued or received on the junior subordinated
debentures as a result of the occurrence of a Tax
Event or otherwise, the distribution of junior
subordinated debentures and the Debt Guarantee to
holders of the underlying securities could be a
taxable event to the underlying securities issuer and
the trust certificateholders, and a trust
certificateholder may be required to recognize gain
or loss on the distribution.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The Trust Certificates issued by PreferredPLUS Trust
Series CCR-1 are represented by one or more physical
certificates registered in the name of Cede & Co.,
the nominee of the Depository Trust Company. The
Trust Certificates are listed on the New York Stock
Exchange.
11
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Not Applicable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not Applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Registrant has procedures so as to provide
reasonable assurance that its future Exchange Act
filings will be filed within the applicable time
periods.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(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. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements: Not Applicable.
(a)(2) Financial Statement Schedules: Not Applicable.
(a)(3) List of Exhibits
The following exhibits are filed as part of, and
incorporated by reference into, this Annual Report on
Form 10-K:
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. |
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99.3. | Report of KPMG LLP, Independent Registered Public Accounting Firm, dated March 2, 2011, and The Bank of New York Mellons Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 2, 2011 and PPLUS Minimum Servicing Standards. |
(b) Exhibits
The Registrant hereby files as part
of this Annual Report on Form 10-K
the exhibits listed in Item 15(a)(3)
set forth above.
(c) Financial Statement Schedules
Not Applicable.
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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, hereunto duly authorized.
MERRILL LYNCH DEPOSITOR, INC. |
||||
Date: March 28, 2011 | By: | /s/ John Marciano | ||
Name: | John Marciano | |||
Title: | Vice President |