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EXHIBIT 99.3
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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REPORT OF MANAGEMENT ON COMPLIANCE
   /s/ Robert L. GriffinRobert L. GriffinManaging Director/s/ Thomas J. BogertThomas J. BogertVice President




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APPENDIX I
 
  MERRILL LYNCH DEPOSITOR, INC.S MINIMUM SERVICING STANDARDS
 1. CUSTODIAL BANK ACCOUNT RECONCILIATIONS
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    The Bank must reconcile all related custodial bank accounts.
    
    The Bank will include the Distribution report as Exhibit 99.1 in the Form 8-Ks filed with the
SEC.
 2. VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS
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    The Bank must have a tickler system in place so that they will be expecting and monitoring the
custodial bank account for receipt of the collateral coupon interest. Each of the tickler systems
shall be updated on an on-going basis as each new trust series is created.
    
    The Bank will ensure all interest payments are deposited into the custodial bank accounts and
related bank clearing accounts on the day the Bank is in receipt of the funds.
    
    The Bank must prove the arithmetic accuracy of the amount of interest received by the Trust
from the underlying securities and ensure that the face amount, description, coupon rate, and
maturity date of the securities held in the Trust agree to the PPM Supplement dated Date XX,
20XX.
 3. TRUST DISBURSEMENTS
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    The Bank must prove the arithmetic accuracy of the amount of interest to be paid by the Trust
to the Debt Unit holders by referring to the PPM Supplement dated Date XX, 20XX.
    
    The Bank will make all disbursements via wire transfer to The Depository Trust Company (DTC)
on the scheduled trust distribution date as soon as the amount of interest received from the
underlying collateral into the custodial bank account has been received and verified for
accuracy.
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4. PARTIAL REDEMPTIONS
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    If there is a partial redemption of the trust certificates the Bank and the Depositor must
ensure that the redemption proceeds received by the trust and distributed by the Bank are in
accordance with the series supplement.
 5. DEFAULTS
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    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 HGCM/ISS.
    
    If the Bank has actual knowledge of an event of default on the underlying securities that did
not cause the Trust to liquidate, the procedures for a vote or consent of the certificateholders
as set forth in the Standard Terms and series Supplement must be complied with.
 6. CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES
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    If there is an exercise of call warrants or an optional exchange of trust certificates for
underlying securities that did not cause the trust to liquidate, the Bank must give the Depositor
and the affected certificateholders notice of any exercise of call warrants or optional exchange.
Such notice must contain the amount of certificates to be purchased, the call price, and any
other relevant information.
    
    If there is an exercise of call warrants or an optional exchange of trust certificates for
underlying securities that did not cause the trust to liquidate, the Bank must notify the rating
agencies of the call exercise or optional exchange.
    
    If there is an exercise of call warrants or an optional exchange of trust certificates for
underlying securities that did not cause the trust to liquidate, the Bank must give notice of
exercise or optional exchange to the Depositor and certificate registrar of any certificates that
were called.
 7. COMMUNICATIONS WITH CERTIFICATEHOLDERS
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    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.
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