0001174947-18-000434.txt : 20180321 0001174947-18-000434.hdr.sgml : 20180321 20180321092148 ACCESSION NUMBER: 0001174947-18-000434 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20171231 0001040240 0001040240 FILED AS OF DATE: 20180321 DATE AS OF CHANGE: 20180321 ABS ASSET CLASS: Debt Securities FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH DEPOSITOR INC INDEXPLUS TRUST SERIES 2003-1 CENTRAL INDEX KEY: 0001267332 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31941 FILM NUMBER: 18703611 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 10-K 1 form10k-19417_indexpl20031.htm 10-K
 
 
UNITED STATES
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
 
     
For the fiscal year ended:   Commission file number:
December 31, 2017   001-31941
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF INDEXPLUS TRUST SERIES 2003-1)
(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, 4th FL
NEW YORK, NEW YORK
(Address of principal
executive offices)
  10036
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
INDEXPLUS Trust Certificates Series 2003-1, 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 (§232.405 of this chapter) 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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s 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, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ       Smaller reporting filer o     Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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 registrant’s most recently completed second fiscal quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrant’s classes of common stock, as of the latest practicable date.

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE
For information with respect to the underlying securities held by INDEXPLUS Trust Series 2003-1, please refer to respective 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 of: The Boeing Company (Commission file number 001-00442); Citigroup Inc. (Commission file number 001-09924); Credit Suisse Group AG (Commission file number 001-33434) (condensed consolidated financial statements with respect to guarantor Credit Suisse Group AG and issuer Credit Suisse (USA) of the underlying securities); Ford Motor Company (Commission file number 001-03950); Ally Financial Inc. (Commission file number 001-03754); The Goldman Sachs Group, Inc. (Commission file number 001-14965); Johnson & Johnson (Commission file number 001-03215); Macy’s, Inc. (Commission file number 001-13536); Time Warner Inc. (Commission file number 001-15062); United States Department of Treasury; Valero Energy Corporation (Commission file number 001-13175); Verizon Communications Inc. (Commission file number 001-08606); CBS Corporation (Commission file number 001-09553) and Weyerhaeuser Company (Commission file number 001-04825) 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, N.E., Washington, D.C. 20549. You may obtain copies of this material for a fee by writing to the Public Reference Section of the SEC at 100 F Street, N.E., 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 SEC’s website on the Internet at http:// www.sec.gov, which contains reports, proxy and information statements and other information that the respective underlying securities issuers have filed electronically with the SEC. The underlying securities issuer Daimler Finance North America LLC (“Daimler Finance”) and the guarantor, Daimler AG, no longer file periodic Exchange Act reports. Unless and until the underlying securities comprise 10% of the assets held by the trust, the trust is not required to liquidate its holdings of the asset. If such circumstances were to occur, such as an increase in concentration of Daimler Finance assets to at least 10% of total trust assets, the asset would have to be liquidated. The underlying securities issuer General Electric Capital Corporation no longer files periodic Exchange Act reports. Unless and until the underlying securities comprise 10% of the assets held by the trust, the trust is not required to liquidate its holdings of the asset. If such circumstances were to occur, such as an increase in concentration of General Electric Capital Corporation assets to at least 10% of total trust assets, the asset would have to be liquidated.
Although we have no reason to believe the information concerning the respective underlying securities or the respective underlying securities issuers contained in the underlying securities issuer’s Exchange Act reports are 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 respective underlying securities issuers (including, without limitation, no investigation as to their respective financial condition or creditworthiness) or of the respective underlying securities has been made. You should obtain and evaluate the same information concerning the respective underlying securities issuers as you would obtain and evaluate if your investment were directly in the respective underlying securities or in other securities issued by the respective underlying securities issuers. There can be no assurance that events affecting the respective underlying securities or the respective underlying securities issuers have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.
 
 

 


 
 
TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

EX-31.1: CERTIFICATION

EX-99.1: TRUSTEE'S ANNUAL COMPLIANCE CERTIFICATE

EX-99.2: REPORT OF PRICEWATERHOUSECOOPERS LLP

EX-99.3: REPORT OF KPMG LLP


 
 
PART I
ITEM 1. BUSINESS
Not Applicable.

2


 
 
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 issuer may file in its Exchange Act reports as referenced in the “Documents Incorporated by Reference” section above.
IF THE TRUST CERTIFICATES OR ANY OF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO THEIR MATURITY DATE, YOU MAY NOT BE ABLE TO REINVEST YOUR REDEMPTION 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 an underlying securities issuer exercises an option to redeem underlying securities, and
 
    whether the trust redeems the trust certificates prior to the final scheduled distribution date.
The description of the underlying securities in the applicable prospectus supplement indicates which of the underlying securities can be redeemed prior to maturity at the option of the associated underlying securities issuer. Because the indicated underlying securities issuers have the right to redeem the indicated underlying securities early, we cannot assure you that the trust will be able to hold those underlying securities until their maturity date.

3


 
 
YOU MAY NOT BE PAID IF THE ASSETS OF THE TRUST ARE INSUFFICIENT
Distributions on the trust certificates will be made only from available assets of the trust. The trust will have no significant assets other than the portfolio of underlying securities. The trust certificates are not obligations of and do not represent any interests in the underwriter, the depositor, the trustee, the market agent, the calculation agent or any of their affiliates. Neither we nor the underwriter, the trustee, the market agent, the calculation agent or any other person or entity will be obligated to make any payments on the trust certificates from its own assets, and trust certificates holders will have no recourse against any of them or their respective assets. If the payments received from the underlying securities are insufficient to make distributions on the trust certificates, you may not receive all or part of the full amount due on your trust certificates.
NEITHER WE NOR THE TRUSTEE, THE UNDERWRITER, THE MARKET AGENT, THE CALCULATION AGENT NOR ANY OF THEIR AFFILIATES WILL MANAGE THE UNDERLYING SECURITIES
Except as described below, the trust will not dispose of any of the underlying securities, even if an event occurs that adversely affects any underlying securities issuer and/or the value of any or all of the underlying securities. Under the applicable trust agreement, the trust will dispose of an underlying security only if:
    there is a credit event on an underlying security or an underlying securities issuer,
 
    there is a non-payment-related default that accelerates the maturity of an underlying security, or
 
    in the case of an underlying securities issuer that is obliged to file Exchange Act reports, the relevant underlying securities issuer ceases to file Exchange Act reports and the related underlying securities comprise 10% or more of the assets of the trust.
Under the above circumstances, the trustee must retain a market agent who will sell the defaulted underlying security on or after the 30th day after receipt of notice of the default in accordance with the sale procedures described in the applicable prospectus supplement and distribute the net proceeds from such sale to the holders of the trust certificates pro rata even if adverse market conditions exist. Neither the trustee nor the market agent has discretion to do otherwise. If adverse market conditions exist at the time of the sale of the underlying securities, you may incur greater losses than if the trust continued to hold the underlying securities and sold them at a later date.

4


 
 
THE VALUE OF THE TRUST CERTIFICATES DEPENDS UPON THE CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUERS AND THE MARKET PRICES OF THE UNDERLYING SECURITIES.
The trust certificates represent interests in obligations of the underlying securities issuers and will be subject to all the risks associated with directly investing in each underlying securities issuer’s debt obligations. The underlying indenture and the terms and conditions governing each underlying security may not limit the amount of indebtedness that may be incurred by the relevant underlying securities issuer. In addition, an investment in the trust certificates represents an investment in the underlying securities and most of the underlying securities are not listed on any securities exchange. The underlying securities are generally purchased and sold through dealers who make a market in such securities for their own accounts, and there may be significant disparities in the prices quoted for any of the underlying securities by securities dealers at any point in time. Therefore, the market for any of the underlying securities is less liquid than the market for securities which are traded through a securities exchange and the aggregate market value of a comparable amount of the underlying securities may be higher than the market price of the trust certificates. You should consider the nature of each underlying security and the credit risk of each underlying securities issuer before making an investment decision regarding the trust certificates.
THE TRUST CERTIFICATEHOLDERS MAY SUFFER A LOSS UPON THE OCCURRENCE OF A REMOVAL EVENT
Should a removal event, as described in the applicable prospectus supplement, occur with respect to an underlying security, the trustee on behalf of the trust will instruct the market agent to sell such underlying security and distribute the net proceeds of the sale of such underlying security to the trust certificateholders. In such case, the certificate principal balance of the trust certificates will be reduced by the principal amount of the underlying security subject to such removal event. If the amount distributable to the trust certificateholders from the proceeds of the sale of the underlying securities subject to the removal event is less than the principal amount of such underlying securities plus any accrued and unpaid interest thereof the trust certificateholders will suffer a loss. Additionally, if less than all of such underlying securities are sold and the applicable underlying securities issuer defaults on payments due on such unsold underlying securities, the trust certificateholders will suffer a loss. The trust certificateholders will also bear the risk of reinvestment resulting from the reduction in the certificate principal balance of the trust certificates.

5


 
 
THE PASS-THROUGH RATE MAY BE REDUCED UPON PAYMENT OF PRINCIPAL ON OR THE OCCURRENCE OF A REMOVAL EVENT WITH RESPECT TO UNDERLYING SECURITIES
Because the pass-through rate on the trust certificates will be determined in part by the weighted average interest rate of the underlying securities, payments of principal on an underlying security or the occurrence of a removal event may cause the pass-through rate to decrease depending upon the interest rate of such underlying security.
AS UNDERLYING SECURITIES ARE REMOVED FROM THE TRUST AT THEIR MATURITY, REDEMPTION OR SALE, THE POOL OF UNDERLYING SECURITIES WILL BECOME LESS DIVERSIFIED AND YOUR EXPOSURE TO ECONOMIC FACTORS THAT DISPROPORTIONATELY AFFECT ONE OR MORE OF THE REMAINING UNDERLYING SECURITIES WILL INCREASE.
As underlying securities mature, underlying securities are redeemed or sold, or removal events occur, the pool of underlying securities held by the trust will become less diversified. These events could increase your risk of loss resulting from the decline in one or more of the economic factors disproportionately affecting any of the remaining underlying securities.
PRINCIPAL AND INTEREST PAYMENTS ON THE UNDERLYING SECURITIES ARE UNSECURED OBLIGATIONS OF THE UNDERLYING SECURITIES ISSUERS
Distributions on the trust certificates depend primarily on principal and interest payments on the underlying securities. Some of these payments are unsecured obligations of the underlying securities issuers. In any proceedings involving the insolvency, liquidation or winding up of an underlying securities issuer, holders of unsecured securities of that underlying issuer will be paid only after the holders of that underlying securities issuer’s secured obligations are paid in full. As a result, you may not recover the principal amount of your trust certificates attributable to such underlying security.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, Moody’s and/or Fitch Ratings assigned ratings to the trust certificates on the original issue date in one of the four highest categories assigned to long-term debt.
Any rating issued with respect to the trust certificates is not a recommendation to purchase, sell or hold a security. Ratings do not reflect upon the market price of the trust certificates or their suitability for a particular investor. We cannot assure you that initial 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 any of the underlying securities) merit. A revision or withdrawal of a rating may adversely affect the market price of the trust certificates.

6


 
 
POTENTIAL CONFLICTS OF INTERESTS MAY ARISE BETWEEN US, THE UNDERWRITER AND THE TRUST
We, Merrill Lynch, or one of its affiliates will acquire the underlying securities comprising the trust’s portfolio. Potential conflicts of interests may arise as Merrill Lynch and its affiliates may engage in investment banking or may provide other services for some or all of the underlying securities issuers. In addition, Merrill Lynch and its affiliates may also own, make purchases or sales, including sales to the trust, establish long or short positions or engage in hedging activities in some or all of the underlying securities for their own accounts. All such activities may result in conflicts of interests among Merrill Lynch, its affiliates and the trust certificateholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
     Not Applicable.
ITEM 2. PROPERTIES
     None.
ITEM 3. LEGAL PROCEEDINGS
     None.
ITEM 4. MINE SAFETY DISCLOSURES
     Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Trust Certificates issued by INDEXPLUS Trust Series 2003-1 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.
ITEM 6. SELECTED FINANCIAL DATA
     Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Not Applicable.

7


 
 
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.
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.

8


 
 
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 President of Registrant dated March 21, 2018, 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 Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
 
  99.1.   Trustee’s Annual Compliance Certificate dated February 15, 2018.
 
  99.2.   Report of PricewaterhouseCoopers LLP, Independent Accountants, dated March 9, 2018, Registrant’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 9, 2018 and PPLUS Minimum Servicing Standards.
 
  99.3.   Report of KPMG LLP, Independent Registered Public Accounting Firm, dated February 15, 2018, The Bank of New York Mellon’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated February 15, 2018 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.

9


 
 
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.
         
  MERRILL LYNCH DEPOSITOR, INC.
 
 
Date: March 21, 2018 By:   /s/ Mohammad N. Islam  
    Name:  Mohammad N. Islam  
    Title:   President   

 


EX-31.1 2 e19417ex31_1.htm EX-31.1
         
EXHIBIT 31.1
I, Mohammad N. Islam, certify that:
     1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Merrill Lynch Depositor, Inc., on behalf of INDEXPLUS Trust Series 2003-1;
     2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
     3. Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
     4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement; and
     5. The reports disclose all significant deficiencies relating to the compliance by the depositor or trustee with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling or servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon and its officers and agents.
         
     
Date: March 21, 2018 /s/ Mohammad N. Islam  
  Mohammad N. Islam  
  President   
     

 


EX-99.1 3 e19417ex99_1.htm EX-99.1

EXHIBIT 99.1

THE BANK OF NEW YORK MELLON

Officer’s Certificate

February 15, 2018

MERRILL LYNCH DEPOSITOR, INC.
One Bryant Park
4th Floor – Structured Credit Trading
New York, New York 10036

PREFERREDPLUS, PPLUS TRUST AND INDEXPLUS CERTIFICATE

The undersigned, James W. P. Hall, Vice President of The Bank of New York Mellon (formerly The Bank of New York), a New York corporation (the “Trustee”), hereby certifies in such capacity that, based on his knowledge, the Trustee has complied, in all material respects, with all conditions and covenants applicable to the Trustee under the Standard Terms for Trust Agreements dated February 20, 1998 between Merrill Lynch Depositor, Inc. as depositor (the “Depositor”) and the Trustee, as successor to United States Trust Company of New York, as trustee and securities intermediary (the “Securities Intermediary”), in each case as amended by a series supplement between the Depositor, the Trustee and the Securities Intermediary for each trust series listed in the attached schedule.

 
         
  Very truly yours,

The Bank of New York Mellon (formerly
The Bank of New York), as Trustee
 
 
  By:   /s/ James W. P. Hall  
    Name:   James W. P. Hall  
    Title:   Vice President   

 
   

 
 

SCHEDULE

PPLUS Trust Series GSC-2
PreferredPLUS Trust Series CZN-1
INDEXPLUS Trust Series 2003-1  

   

EX-99.2 4 e19417ex99_2.htm EX-99.2

EXHIBIT 99.2

[PricewaterhouseCoopers Letterhead]

Report of Independent Accountants

 

To the Board of Directors of Merrill Lynch Depositor, Inc.:

 

We have examined the accompanying management assertion of Merrill Lynch Depositor, Inc. (the “Company”), that the Company complied with PPLUS Minimum Servicing Standards with respect to the INDEXPLUS Trust Series 2003-1 as set forth in Appendix I as of December 31, 2017. The Company’s management is responsible for its assertion. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the specified requirements based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management's assertion about compliance with the specified requirements is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about whether management’s assertion is fairly stated, in all material respects. The nature, timing and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of management’s assertion, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

 

Our examination does not provide a legal determination on the Company’s compliance with the specified requirements.

 

In our opinion, management’s assertion that the Company complied with PPLUS Minimum Servicing Standards with respect to the INDEXPLUS Trust Series 2003-1 as set forth in Appendix I as of December 31, 2017 is fairly stated, in all material respects.

 

/s/ PricewaterhouseCoopers LLP

 

New York, NY

March 9, 2018

 


 
 
Management’s Assertion on Compliance with PPLUS Minimum
Servicing Standards
March 9, 2018
As of and for the year ended December 31, 2017, Merrill Lynch Depositor, Inc. (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards, as set forth in Appendix I, for servicing the securities in each of the Trust Series, as listed on Schedule A hereto, excluding those with respect to the Bank of New York Mellon as Trustee, Custodian, Paying Agent and Transfer Agent.
         
   
By:   /s/ Mohammad N. Islam  
    Mohammad N. Islam
    President
Merrill Lynch Depositor, Inc. 
 
***************

 


 
 
SCHEDULE A
PreferredPLUS Trust Series CZN-1
PPLUS Trust Series GSC-2
INDEXPLUS Trust Series 2003-1

 


 
 

Appendix I

 

PPLUS Minimum Servicing Standards intended for use

in connection with the Annual Accountants Report ("AAR")

 

Below is Merrill Lynch Depositor, Inc.'s ("the Depositor"), Merrill Lynch Structured Credit Derivatives ("SCD") and the Merrill Lynch Credit Derivatives Operations Group ("OG") (collectively Merrill Lynch) minimum servicing standards for the PreferredPlus Program ("PPlus").

The Bank of New York Mellon ("the Bank" or “the Trustee”) acting as Trustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlus Program has agreed to comply with all of the following minimum servicing standards. Merrill Lynch has obtained a certification from the Bank that it has complied with these criteria for the period January 1, 2017 to December 31, 2017.

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee
CUSTODIAL BANK ACCOUNT RECONCILIATIONS
1 The Bank must reconcile all related custodial bank accounts.

  X
The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the SEC.    X
VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS
2 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.   X
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.   X
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   X

 

1
 

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee

TRUST DISBURSEMENTS
3 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.   X
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.   X
PARTIAL REDEMPTIONS
4 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. X X
DEFAULTS
5 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 SCD/OG.   X
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.   X
CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES
6 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.   X

 

2
 

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee
  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.   X
  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.   X
COMMUNICATIONS WITH CERTIFICATEHOLDERS
7

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 Trust's receipt of notice of the occasion and the Bank must vote or give consents as directed by certificateholders.

  X
3

 

EX-99.3 5 e19417ex99_3.htm EX-99.3

EXHIBIT 99.3

[KPMG LLP Letterhead]

Independent Accountants’ Report

The Board of Directors
The Bank of New York Mellon:

We have examined the accompanying management of The Bank of New York Mellon’s (the “Company”) assertion that the Company complied with the PPLUS Minimum Servicing Standards (“Servicing Standards”) for the INDEXPLUS Trust Series 2003-1 transaction as of and for the year ended December 31, 2017. With respect to Servicing Standards 4, 5 and 6, management’s assertion indicates that there were no activities performed as of and for the year ended December 31, 2017 with respect to the INDEXPLUS Trust Series 2003-1 transaction, because there were no occurrences of events that would require the Company to perform such activities. The Company’s management is responsible for its assertion. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the specified requirements based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the specified requirements is fairly stated, in all material respects. An examination involves performing procedures to obtain evidence about whether management’s assertion is fairly stated, in all material respects. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of management’s assertion, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

Our examination does not provide a legal determination on the Company’s compliance with specified requirements.

In our opinion, management’s assertion that the Company complied with the aforementioned PPLUS Minimum Servicing Standards for the INDEXPLUS Trust Series 2003-1 transaction as of and for the year ended December 31, 2017 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois
February 15, 2018


 
 

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 (“Servicing Standards”) as they relate to the INDEXPLUS Trust Series 2003-1 transaction. With respect to Servicing Standards 4, 5 and 6, there were no activities performed during the year ended December 31, 2017 with respect to the INDEXPLUS Trust Series 2003-1 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 Servicing Standards. The Company has performed an evaluation of its compliance with the requirements of the Servicing Standards as it relates to INDEXPLUS Trust Series 2003-1 as of and for the year ended December 31, 2017. Based on this evaluation, the Company asserts that as of and for the year ended December 31, 2017, it has complied with the requirements of the PPLUS Minimum Servicing Standards (attached).

/s/ Richard P. Stanley
The Bank of New York Mellon
Richard P. Stanley
Executive Vice President

February 15, 2018



 
 

Appendix I

 

PPLUS Minimum Servicing Standards intended for use

in connection with the Annual Accountants Report ("AAR")

 

Below is Merrill Lynch Depositor, Inc.'s ("the Depositor"), Merrill Lynch Structured Credit Derivatives ("SCD") and the Merrill Lynch Credit Derivatives Operations Group ("OG") (collectively Merrill Lynch) minimum servicing standards for the PreferredPlus Program ("PPlus").

The Bank of New York Mellon ("the Bank" or “the Trustee”) acting as Trustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlus Program has agreed to comply with all of the following minimum servicing standards. Merrill Lynch has obtained a certification from the Bank that it has complied with these criteria for the period January 1, 2017 to December 31, 2017.

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee
CUSTODIAL BANK ACCOUNT RECONCILIATIONS
1 The Bank must reconcile all related custodial bank accounts.

  X
The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the SEC.    X
VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS
2 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.   X
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.   X
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   X

 

1
 

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee

TRUST DISBURSEMENTS
3 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.   X
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.   X
PARTIAL REDEMPTIONS
4 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. X X
DEFAULTS
5 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 SCD/OG.   X
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.   X
CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES
6 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.   X

 

2
 

MINIMUM Servicing STANDARD Applicable
Servicing STANDARD
Reference Criteria Performed by the Depositor Performed by Bank/Trustee
  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.   X
  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.   X
COMMUNICATIONS WITH CERTIFICATEHOLDERS
7

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 Trust's receipt of notice of the occasion and the Bank must vote or give consents as directed by certificateholders.

  X
3

 

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