PPLUS Trust Series GSC-2 10-K

EXHIBIT 99.3



[KPMG
LLP Letterhead]



KPMG
LLP
Aon Center
Suite 5500
200 E. Randolph Street
Chicago, IL 60601-6436



Independent
Accountants’ Report



The
Board of Directors
The Bank of New York Mellon:



We
have examined management of The Bank of New York Mellon’s (the “Bank”) assertion that the Bank complied with the
PPLUS Minimum Servicing Standards (“Servicing Standards”) for the PPLUS Trust Series GSC-2 transaction as of and for the
year ended December 31, 2023. With respect to Servicing Standards 4, 5, 6 and 7, the management assertion indicates that there were
no activities performed as of and for the year ended December 31, 2023 with respect to the PPLUS Trust Series GSC-2 transaction,
because there were no occurrences of the events that would require the Bank to perform such activities. The Bank’s management
is responsible for its assertion. Our responsibility is to express an opinion on management’s assertion about the Bank’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.



We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating
to the engagement.



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



In
our opinion, management’s assertion
that the Bank complied with the aforementioned PPLUS Minimum Servicing Standards for the
PPLUS Trust Series GSC-2 transaction as of and for the year ended December 31, 2023 is fairly stated, in all material respects.



We do not express an opinion or any other form of assurance on management’s statement referring to its responsibility for establishing
and maintaining effective internal control over compliance with the Servicing Standards.



/s/
KPMG LLP



Chicago,
Illinois
February 21, 2024













MANAGEMENT
ASSERTION



The
Bank of New York Mellon (formerly The Bank of New York) (the “Bank”) is responsible for complying with the requirements
of the PPLUS Minimum Servicing Standards (“Servicing Standards”) as they relate to the PPLUS Trust Series GSC-2 transaction.
With respect to Servicing Standards 4, 5, 6 and 7, there were no activities performed as of and for the year ended December 31,
2023 with respect to the PPLUS Trust Series GSC-2 transaction, because there were no occurrences of events that would require
the Bank to perform such activities. The Bank is responsible for establishing and maintaining effective internal control over
compliance with the Servicing Standards. The Bank has performed an evaluation of its compliance with the requirements of the Servicing
Standards as it relates to PPLUS Trust Series GSC-2 as of and for the year ended December 31, 2023. Based on this evaluation,
the Bank asserts that as of and for the year ended December 31, 2023, it has complied with the requirements of the PPLUS Minimum
Servicing Standards (attached).



|/s/
        Linda Derrick




        The
Bank of New York MellonLinda DerrickChief Operating OfficerFebruary 21, 2024 | 
|---------------------------------------------------------------------------------------------------------------------- | 













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, 2023 to December
31, 2023.





|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                   | ApplicableServicing STANDARD                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                    | Criteria                                                                                                                                                                                                                                                                    
|CUSTODIAL BANK ACCOUNT RECONCILIATIONS                                                                                                                                                                                                                                                      
|1                                                                                                                                                                                                                                                                                            | 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.                                                                                                                                                                                           |                                                                                                                                                                                                                                                                             
|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.
|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. |                                                                                                                                                                                                                                                                             





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|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                     | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                      | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                
|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.                                                                                                                                                                                                                                          
|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. |                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.                                                                                                                                                                                          
|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.                                                                                                                                                           
|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.                 |                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.





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|MINIMUM Servicing STANDARD             | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                       
|-------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                              | Criteria                                                                                                                                                                                                                                                                                                           
|                                       | 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.            
|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.





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