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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-K



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(Mark one)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 333-74817



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MAIN PLACE FUNDING, LLC

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 57-0236115                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

9 W 57thStreet New York, NY 10019

(Address of principal executive offices) (Zip Code)

(212) 583-8078

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

NONE



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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Act.    Yes ̈No  x

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  x     No ̈

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  x    No ̈

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 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.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated file in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of December 31, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $0.

On March 31, 2006, there were no shares of common stock outstanding. As of March 31, 2006, Bank of America, N.A. holds 100 percent membership interest in Main
Place.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I (1) (a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS
FORM WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY GENERAL INSTRUCTION I (2) OF THE FORM 10-K.

Documents Incorporated by reference: None



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PART I

Item 1. BUSINESS

General

Main
Place Funding, LLC (Main Place), a Delaware limited liability company, is a wholly owned subsidiary of Bank of America, N.A. (the Parent), which is a wholly owned indirect subsidiary of Bank of America Corporation (the
Corporation).

Main Place is the successor by merger of Main Place Real Estate Investment Trust (MPREIT) with and into Main Place.
MPREIT was established on October 29, 1996 as a Maryland real estate investment trust to consolidate the acquisition, holding and management of certain closed-end residential mortgage loans owned by certain affiliates of the Corporation. MPREIT
was the successor by merger of Main Place Funding Corporation (MPFC) with and into MPREIT on November 1, 1996. On October 15, 1998, Main Place Holdings Corporation, the former parent of MPREIT, merged with and into Main Place,
and on December 23, 1998, MPREIT merged with and into Main Place, its parent company.

As a result of the December 23, 1998 merger, the Parent
held a 99 percent membership interest in Main Place. Main Place Trust, a Delaware business trust, held the other 1 percent membership interest. In connection with the merger of MPREIT with and into Main Place, all outstanding MPREIT Class A
Trust Shares were cancelled. All outstanding MPREIT Class B Trust Shares were converted into rights to receive cash. In connection with the merger with MPREIT, Main Place assumed MPREITs obligations under the Series 1995-2 and Series 1997-1
mortgage-backed bonds. On August 15, 2002, Main Place Trust was liquidated into the Parent. Currently the Parent holds a 100 percent membership interest in Main Place.

On October 21, 2002, Main Place adopted an Amended and Restated Limited Liability Company Agreement, which removed certain restrictions on the business activities of Main Place and permitted it to engage in any
activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.

Financial Warranty Agreements

Main Place is in the business of entering into financial warranty agreements with third parties. As of December 31, 2005, Main Place was a party
to three financial warranty agreements with third-party trusts. These trusts are open-ended diversified, registered investment companies. Under the terms of these warranty agreements, Main Place provides financial warranties in order to ensure that
the trusts are able to redeem all of the outstanding shares of specified series on the warranty maturity dates for an amount at least equal to an aggregate protected amount. For each of the agreements entered into by Main Place with a third party,
Main Place has also entered into a financial warranty agreement with the Parent. Under the terms of these agreements, the Parent provides financial warranties in favor of Main Place corresponding to Main Places obligations under the financial
warranties with the third parties.

Main Places financial warranties are structured to include investment constraints and certain pre-defined
triggers that would require the underlying assets or portfolio of the relevant trust to be liquidated and invested in zero-coupon bonds and/or corporate bonds that mature at a preset future date. Main Place is required to fund any shortfall at the
preset future date between the value of the trusts assets and a preset amount. These financial warranties are recorded as derivatives on the balance sheet and marked to market with adjustments recorded in the statement of income. As of
December 31, 2005, the aggregate net asset value of outstanding shares subject to these financial warranties with third party trusts totaled $395.8 million. Main Place has never made a payment to fund any shortfall amount under these products
and management believes that the probability of such a payment under these financial warranties is remote.

Pioneer Principal Protection Trust Agreement

On October 29, 2002, Main Place entered into a financial warranty agreement with Pioneer Principal Protection Trust on behalf of its series
Pioneer Protected Principal Plus Fund and Pioneer Investment Management, Inc. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement,
Main Place provided a financial warranty to the trust in the amount of up



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to $180.3 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the
financial warranty agreement. The last day upon which the financial warranty may be drawn is January 8, 2010.

On December 20, 2002, Main Place
entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $180.3 million, corresponding to Main Places obligations
under the financial warranty in favor of Pioneer Principal Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund.

Merrill
Lynch Principal Protected Trust Agreements

On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch
Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill Lynch Investment Managers, L.P. The trust is an open-ended diversified, registered investment company registered under the
Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $265.9 million in order to ensure that the trust is able to redeem all of the outstanding shares of the
series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $265.9 million,
corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund.

On November 1, 2002, Main Place also entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch
Basic Value Principal Protected Fund and Fund Asset Management, L.P. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place
provided a financial warranty in the amount of up to $335.8 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day
upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place also entered into a financial warranty
agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Places obligations under the financial warranty in favor
of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund.

Oppenheimer Principal Protected
Trust II Agreement and Related Termination

On October 31, 2003, Main Place Funding, LLC entered into a financial warranty agreement with
Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc. The trust is an open-ended diversified investment company registered under the Investment Company Act of
1940, as amended. Under the terms of the agreement, Main Place Funding, LLC committed to provide, upon completion of the Funds offering period on February 4, 2004, a financial warranty in the amount of up to $500 million in order to
ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date as defined in the financial warranty agreement, for an amount equal to the aggregate protected amount.

On January 20, 2004, a termination agreement was entered into among Main Place, OppenheimerFunds, Inc and Oppenheimer Principal Protected Trust II on behalf of its
series, Oppenheimer Principal Protected Main Street Fund II. Under the terms of the termination agreement, Main Place is no longer committed to provide the financial warranty to Oppenheimer Principal Protected Trust II. No warranty was issued under
the financial warranty agreement, as the Funds offering period had not been completed prior to termination.

On October 31, 2003, Main Place
entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $500 million, corresponding to Main Places obligations under
the financial warranty in favor of Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II.



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On January 20, 2004, a termination agreement was entered into among Main Place and the Parent. Under the terms of
this termination agreement, the Parent is no longer committed to provide the financial warranty discussed above. Consistent with Main Places warranty with Oppenheimer Principal Protected Trust II, no warranty was issued under the financial
warranty agreement.

Item 1A. RISK FACTORS

Based
on Main Places business operations, financial condition, and the fact that Main Place has no outstanding securities, Main Place does not believe that it is subject to any significant factors or material risks that are required to be disclosed.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

Main Place does not own or
lease any physical property and no such property is necessary for the conduct of Main Places business.

Item 3. LEGAL PROCEEDINGS

Main Place has no material legal actions or proceedings pending against it.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted in accordance with General Instruction I
(2) (c) to Form 10-K.

PART II

Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

All of
Main Places membership interests are owned by the Parent, and as a result there is no public trading market for the interests. Main Place may from time to time make distributions to the Parent. No distribution was made to the Parent in 2004 or
2005. There are no limitations on Main Places ability to make distributions to the Parent contained in its Amended and Restated Limited Liability Company Agreement, the financial warranty agreements, any forms of indebtedness or guarantees, or
other agreements.

Main Place does not have any equity compensation plans under which its equity securities are issued. Main Place did not issue or
repurchase any of its equity securities during 2005.

Item 6. SELECTED FINANCIAL DATA

Omitted in accordance with General Instruction I (2) (a) to Form 10-K.

Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Main Places primary business activity in 2003
and beyond is presently expected to be entering into financial warranty agreements in favor of third parties for a fee.



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2005 compared to 2004

Total income for the year ended December 31, 2005 was $225.8 million, representing an increase of $137.4 million compared to 2004. The increase was primarily a result of increased interest on time deposits placed due to higher interest
rates. In addition, trading losses and fees for the year ended December 31, 2005 decreased $167 thousand, to $1.2 million. The decreased trading losses were due primarily to the decrease in the aggregate net asset value of outstanding shares
subject to the financial warranty agreements reducing the value of the agreements.

Total expenses (excluding income taxes) for the year ended
December 31, 2005 were $206 thousand, representing a decrease of $740 thousand compared to 2004. The decrease primarily relates to the termination fee paid by Main Place to the Parent in the first quarter of 2004 in connection with the
termination of the Oppenheimer financial warranty agreement.

Total net income for the year ended December 31, 2005 was $136.9 million, representing
an increase of $80.9 million from 2004. As discussed above, the increase was primarily a result of increased interest on time deposits placed due to higher interest rates. Income tax expense for the year ended December 31, 2005 was $88.6
million, representing an increase of $57.3 million from 2004 due to increased interest income.

2004 compared to 2003

Total income for the year ended December 31, 2004 was $88.3 million, representing a decrease of $1.7 million compared to 2003. Income for 2004 includes $1.4 million
in trading losses and fees related to the financial warranty agreements compared with trading losses of $297 thousand in 2003. The increased trading losses were due to a decrease in the net asset value of the underlying mutual fund series
covered by the principal protection guarantees.

Total expenses (excluding income taxes) for the year ended December 31, 2004 were $946 thousand,
representing an increase of $664 thousand compared to 2003. The increase primarily relates to the termination fee paid by Main Place to the Parent in connection with the termination of the Oppenheimer guarantee.

Total net income decreased $1.4 million to $56.1 million for the year ended December 31, 2004 from $57.4 million for the year ended December 31, 2003. The
decrease in total net income was primarily due to increased trading losses and increased expenses discussed above.

Liquidity & Capital
Resources

Main Places primary source of liquidity is its cash and cash equivalents on hand and interest income thereon. At December 31,
2005, Main Place had approximately $7.1 billion in cash and cash equivalents, which were held as time deposits with the Parent. At December 31, 2005, Main Places maximum obligation under the financial warranties was $782.0 million. Main
Place has never made a payment to fund any shortfall amount under these products and management believes that the probability of such a payment under these financial warranties is remote.

Critical Accounting Estimates and Principles

Main Places
significant accounting principles are described in Note 2 of the financial statements and are essential to understanding Managements Discussion and Analysis of Financial Condition and Results of Operations. Some of Main Places accounting
principles require significant judgment to estimate values of either assets or liabilities. In addition, certain accounting principles require significant judgment in applying the accounting principles to individual transactions to determine the
most appropriate treatment. We have established procedures and processes to facilitate making the judgments necessary to prepare financial statements.



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The following is a summary of the more judgmental and critical accounting estimates and principles. In each area, we have
identified the variables most important in the estimation process. Management has used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates
and future changes in the key variables could change future valuations and impact net income.

Derivative Assets and Liabilities

Main Place engages in derivative trading-related activities. The management process related to the derivative positions is discussed in detail in the Quantitative and
Qualitative Disclosures About Market Risk section in Item 7A. Trading positions recorded on the balance sheet are at estimated fair value.

Income
Taxes

Main Place estimates tax expense based on the amount it expects to owe various tax authorities as part of a tax allocation agreement with the
Corporation. Taxes are discussed in more detail in Note 5 of the financial statements. Accrued income taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued income taxes, Main Place assesses the
relative merits and risks of the appropriate tax treatment of transactions taking into account statutory, judicial and regulatory guidance in the context of its tax position.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Management

Trading profits (losses) and fees represent the amount earned or lost from derivative positions. Derivative positions are marked to market and are recorded based on
managements assessment of market value using market indicators and mathematical models. Trading profits (losses) and fees can be volatile and are largely driven by general market conditions and customer demand. Profit or loss is dependent on
the volume and type of transactions, the level of risk assumed, and the volatility of price and rate movements at any given time within the ever-changing market environment.

Main Place has hedged the market risk on the financial warranties by entering into corresponding warranties with the Parent. Main Place has determined that the fair value of these derivatives is best modeled as the
present value of the fees less the expected pay out on the warranties, if any.

There are numerous assumptions and estimates associated with modeling, and
actual results could differ. In addition to the regular review of our assumptions, we mitigate these uncertainties through close monitoring and by examining and updating assumptions on an ongoing basis. If the results of our analysis indicate higher
than expected levels of risk, proactive measures are taken to adjust risk levels.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required are listed in the Index to Financial Statements and are incorporated herein by reference.

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

There were no changes in or disagreements with accountants on accounting and financial disclosures.

Item 9A. CONTROLS AND PROCEDURES

Pursuant to Rule 15d-15(b)
under the Securities Exchange Act of 1934, Main Place carried out an evaluation, with the participation of Main Places management, including Main Places President and Principal Financial and Accounting Officer, of the effectiveness and
design of Main Places disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, Main Places President and Principal Financial and Accounting



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Officer, concluded, as of the end of the period covered by this report, that Main Places disclosure controls and procedures were effective in
recording, processing, summarizing and reporting information required to be disclosed by Main Place, within the time periods specified in the Securities and Exchange Commissions rules and forms. In addition, there have been no changes in Main
Places internal control over financial reporting during the quarter ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, Main Places internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted in accordance with General Instruction I (2) (c) to Form
10-K.

Item 11. EXECUTIVE COMPENSATION

Omitted in
accordance with General Instruction I (2) (c) to Form 10-K.

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

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted
in accordance with General Instruction I (2) (c) to Form 10-K.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the fiscal years ended December 31, 2005 and 2004, Main Place engaged PricewaterhouseCoopers LLP, as an independent registered public accounting firm
principally to perform the annual audit and to render other services, as needed. The following table lists fees paid to PricewaterhouseCoopers LLP, for services rendered in fiscal years 2005 and 2004.



|           |  |      |         |      |   |       
|---------- |  | ---- | ------- | ---- | - | ------
|           |  | 2005 |         | 2004
|Audit Fees |  | $    | 104,000 |      | $ | 96,000

Audit fees include fees for services performed following the standards of the Public Company Accounting Oversight
Board for the recurring audit of Main Places financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a
client, such as procedures related to audit of income tax provisions and related reserves, consents and assistance with and review of documents filed with the Securities and Exchange Commission (SEC).

There were no audit related, tax or other services rendered to Main Place or associated fees paid, by Main Place, to PricewaterhouseCoopers LLP in 2005 or 2004.

Main Places management, including Main Places President and Principal Financial and Accounting Officer, has adopted procedures for
pre-approving certain audit and non-audit services provided by the independent registered public accounting firm. These procedures include reviewing a budget for certain audit and permitted non-audit services. The budget includes a description of,
and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. Approval from Main Places



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management is required to exceed the budget amount for a particular category of non-audit services and to engage the independent registered public accounting
firm for any non-audit services not included in the budget. For both types of pre-approval, Main Places management considers whether such services are consistent with SEC rules on auditor independence. Main Places management also
considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Main Places business, people, culture, accounting systems,
risk profile, and whether the services enhance the Companys ability to manage or control risks and improve audit quality.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|a. | The financial statements listed in the Index to Financial Statements are filed as part of this report.
|-- | ------------------------------------------------------------------------------------------------------



|b. | The exhibits filed as part of this report are listed in the Index to Exhibits.
|-- | ------------------------------------------------------------------------------

Supplementary Information to be Furnished With Reports filed Pursuant to

Section 15(d) of the
Act by Registrants Which Have Not Registered

Securities Pursuant to Section 12 of the Act.

No annual report or proxy materials have been sent to security holders during the fiscal year ended December 31, 2005. No annual report or proxy materials will be
sent to security holders subsequent to the filing of this annual report on Form 10-K.



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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, thereunto duly authorized.



|                     |  |                                           
|-------------------- |  | ------------------------------------------
|                     |  | Main Place Funding, LLC                   
|                     | 
|Date: March 31, 2006 |  | /s/ Michael Coppins                       
|                     |  | Michael Coppins                           
|                     |  | Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                    |  |                                            |  |               
|----------------------------------- |  | ------------------------------------------ |  | --------------
|Signature                           |  | Title                                      |  | Date          
|                                    |  |                                           
|/s/ Chris Innes Chris
Innes         |  | President (Principal Executive Officer)    |  | March 31, 2006
|                                    |  |                                           
|/s/ Michael Coppins Michael
Coppins |  | Principal Financial and Accounting Officer |  | March 31, 2006
|                                    |  |                                           
|Bank of America, N.A.               |  |                                            |  |               
|                                    |  |                                           
|/s/ Eric Hambleton Eric
Hambleton   |  | Managing Member                            |  | March 31, 2006



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MAIN PLACE FUNDING, LLC

INDEX TO FINANCIAL STATEMENTS



|                                                                                             |  |     
|-------------------------------------------------------------------------------------------- |  | ----
|                                                                                             |  | Page
|Report of Independent Registered Public Accounting Firm                                      |  | 10  
|                                                                                             | 
|Financial Statements                                                                         |  |     
|                                                                                             | 
|Statement of Income for the Years Ended December 31, 2005, 2004 and 2003                     |  | 11  
|                                                                                             | 
|Balance Sheet as of December 31, 2005 and 2004                                               |  | 12  
|                                                                                             | 
|Statement of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003                 |  | 13  
|                                                                                             | 
|Statement of Changes in Members Equity for the Years Ended December 31, 2005, 2004 and 2003 |  | 14  
|                                                                                             | 
|Notes to Financial Statements                                                                |  | 15  



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Report of Independent Registered Public Accounting Firm

To the Member of Main Place Funding, LLC:

In our opinion, the accompanying balance sheet and the related statement of income, of changes in members equity and of cash flows present fairly, in all material
respects, the financial position of Main Place Funding, LLC (the Company) at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in
conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Charlotte, NC

March 31, 2006



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Main Place Funding, LLC

Statement of Income

(Dollars in Thousands)



|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                     |  | Year Ended December 31, |        
|                                     |  | 2005                    |         |   | 2004 |   |        | 2003 | 
|Income                               |  |                         |         |   |      |   |        |      |  |   |        |  
|Interest on time deposits placed     |  | $                       | 226,970 |   |      | $ | 89,707 |      |  | $ | 90,327 |  
|Trading losses and fees              |  |                         | (1,214  | ) |      |   | (1,381 | )    |  |   | (297   | )
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total income                         |  |                         | 225,756 |   |      |   | 88,326 |      |  |   | 90,030 |  
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Expenses                             |  |                         |         |   |      |   |        |      |  |   |        |  
|Other general and operating expenses |  |                         | 206     |   |      |   | 946    |      |  |   | 282    |  
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Total expenses                       |  |                         | 206     |   |      |   | 946    |      |  |   | 282    |  
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Income before income taxes           |  |                         | 225,550 |   |      |   | 87,380 |      |  |   | 89,748 |  
|Income tax expense                   |  |                         | 88,645  |   |      |   | 31,326 |      |  |   | 32,311 |  
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  
|Net income                           |  | $                       | 136,905 |   |      | $ | 56,054 |      |  | $ | 57,437 |  
|                                     |  |                         |         |   |      |   |        |      |  |   |        |  

See accompanying notes to financial statements.



11



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Main Place Funding, LLC

Balance Sheet

(Dollars in Thousands)



|                                      |  |                      |           |                      |   |          
|------------------------------------- |  | -------------------- | --------- | -------------------- | - | ---------
|                                      |  | As ofDecember 312005 |           | As ofDecember 312004
|Assets                                |  |                      |           |                      |   |          
|Cash and cash equivalents             |  | $                    | 7,136,301 |                      | $ | 7,003,328
|Derivative assets                     |  |                      | 10,711    |                      |   | 19,192   
|Interest receivable                   |  |                      | 1,684     |                      |   | 436      
|Accounts receivable from customer     |  |                      | 203       |                      |   | 98       
|                                      |  |                      |           |                      |   |          
|Total assets                          |  | $                    | 7,148,899 |                      | $ | 7,023,054
|                                      |  |                      |           |                      |   |          
|Liabilities                           |  |                      |           |                      |   |          
|Accrued expenses due to affiliates    |  | $                    | 60,078    |                      | $ | 64,715   
|Derivative liability to affiliate     |  |                      | 8,060     |                      |   | 14,447   
|Other liabilities                     |  |                      | 104       |                      |   | 140      
|                                      |  |                      |           |                      |   |          
|Total liabilities                     |  |                      | 68,242    |                      |   | 79,302   
|                                      |  |                      |           |                      |   |          
|Members Equity                       |  |                      |           |                      |   |          
|Contributed equity                    |  |                      | 4,770,338 |                      |   | 4,770,338
|Undistributed income                  |  |                      | 2,310,319 |                      |   | 2,173,414
|                                      |  |                      |           |                      |   |          
|Total members equity                 |  |                      | 7,080,657 |                      |   | 6,943,752
|                                      |  |                      |           |                      |   |          
|Total liabilities and members equity |  | $                    | 7,148,899 |                      | $ | 7,023,054
|                                      |  |                      |           |                      |   |          

See accompanying notes to financial statements.



12



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Main Place Funding, LLC

Statement of Cash Flows

(Dollars in Thousands)



|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|-------------------------------------------------------------- |  | ---------------------- | --------- | - | ---- | - | --------- | ---- |  | - | ---------- | -
|                                                               |  | Year Ended December 31 |          
|                                                               |  | 2005                   |           |   | 2004 |   |           | 2003 | 
|Operating Activities                                           |  |                        |           |   |      |   |           |      |  |   |            |  
|Net income                                                     |  | $                      | 136,905   |   |      | $ | 56,054    |      |  | $ | 57,437     |  
|Reconciliation of net income to cash from operating activities |  |                        |           |   |      |   |           |      |  |   |            |  
|Net (increase)/decrease in derivative assets                   |  |                        | 8,481     |   |      |   | 10,959    |      |  |   | 7,232      |  
|Net (increase)/decrease in interest receivable                 |  |                        | (1,248    | ) |      |   | (71       | )    |  |   | 4,070      |  
|Net (increase)/decrease in accounts receivable from affiliates |  |                        |          |   |      |   | 4,221     |      |  |   | (4,221     | )
|Net (increase)/decrease in accounts receivable from customer   |  |                        | (105      | ) |      |   | (98       | )    |  |   |           |  
|Net increase/(decrease) in accrued expenses due to affiliates  |  |                        | (4,637    | ) |      |   | 35,852    |      |  |   | (1,027,080 | )
|Net increase/(decrease) in derivative liability to affiliate   |  |                        | (6,387    | ) |      |   | (8,257    | )    |  |   | (5,464     | )
|Net increase/(decrease) in other liabilities                   |  |                        | (36       | ) |      |   | 96        |      |  |   | 92         |  
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Net cash provided by/(used in) operating activities            |  |                        | 132,973   |   |      |   | 98,756    |      |  |   | (967,934   | )
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Financing Activities                                           |  |                        |           |   |      |   |           |      |  |   |            |  
|Net increase/(decrease) in short term borrowings               |  |                        |          |   |      |   | (5,428    | )    |  |   | 5,428      |  
|Distribution of capital to the Parent                          |  |                        |          |   |      |   |          |      |  |   | (7,489,110 | )
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Net cash used in financing activities                          |  |                        |          |   |      |   | (5,428    | )    |  |   | (7,483,682 | )
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Net increase/(decrease) in cash and cash equivalents           |  |                        | 132,973   |   |      |   | 93,328    |      |  |   | (8,451,616 | )
|Cash and cash equivalents at beginning of period               |  |                        | 7,003,328 |   |      |   | 6,910,000 |      |  |   | 15,361,616 |  
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Cash and cash equivalents at end of period                     |  | $                      | 7,136,301 |   |      | $ | 7,003,328 |      |  | $ | 6,910,000  |  
|                                                               |  |                        |           |   |      |   |           |      |  |   |            |  
|Supplemental cash flow disclosure                              |  |                        |           |   |      |   |           |      |  |   |            |  
|Cash paid for interest                                         |  |                        |          |   |      |   |          |      |  |   |           |  
|Cash paid for income taxes                                     |  |                        |          |   |      |   |          |      |  |   | 149,680    |  

See accompanying notes to financial statements.



13



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Main Place Funding, LLC

Statement of Changes in Members Equity

(Dollars in Thousands)



|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|---------------------------- |  | ----------------- | ---------- | - | ------------------- | - | -------------------- |  | - | ------------------- | - |  | - | -------
|                             |  | ContributedEquity |            |   | UndistributedIncome |   | Total MembersEquity |  |   | ComprehensiveIncome
|Balance on December 31, 2002 |  | $                 | 12,259,448 |   |                     | $ | 2,059,923            |  | $ | 14,319,371          |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Net income                   |  |                   |           |   |                     |   | 57,437               |  |   | 57,437              |   |  | $ | 57,437 
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Comprehensive income         |  |                   |           |   |                     |   |                     |  |   |                    |   |  | $ | 57,437 
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Distributions                |  |                   | (7,489,110 | ) |                     |   |                     |  |   | (7,489,110          | ) |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Balance on December 31, 2003 |  | $                 | 4,770,338  |   |                     | $ | 2,117,360            |  | $ | 6,887,698           |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Net income                   |  |                   |           |   |                     |   | 56,054               |  |   | 56,054              |   |  | $ | 56,054 
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Comprehensive income         |  |                   |           |   |                     |   |                     |  |   |                    |   |  | $ | 56,054 
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Distributions                |  |                   |           |   |                     |   |                     |  |   |                    |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Balance on December 31, 2004 |  | $                 | 4,770,338  |   |                     | $ | 2,173,414            |  | $ | 6,943,752           |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Net income                   |  |                   |           |   |                     |   | 136,905              |  |   | 136,905             |   |  | $ | 136,905
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Comprehensive income         |  |                   |           |   |                     |   |                     |  |   |                    |   |  | $ | 136,905
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Distributions                |  |                   |           |   |                     |   |                     |  |   |                    |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        
|Balance on December 31, 2005 |  | $                 | 4,770,338  |   |                     | $ | 2,310,319            |  | $ | 7,080,657           |   |  |   |        
|                             |  |                   |            |   |                     |   |                      |  |   |                     |   |  |   |        

See accompanying notes to financial statements.



14



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Notes to Financial Statements

Note 1  Description of Business

Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a wholly owned subsidiary of Bank of America, N.A. (the Parent),
which is a wholly owned indirect subsidiary of Bank of America Corporation (the Corporation). Main Place is considered a single-member LLC under current tax law.

On October 21, 2002, Main Place adopted an Amended and Restated Limited Liability Company Agreement which removed certain restrictions on the business activities of Main Place permitting it to engage in any
activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.

Under these expanded powers, Main
Place now operates a business of entering into financial warranty agreements in favor of third parties for a fee. As of December 31, 2005, Main Place was a party to three financial warranty agreements with third-party trusts. These trusts are
open-ended diversified, registered investment companies. Under the terms of these warranty agreements, Main Place provides financial warranties in order to ensure that the trusts are able to redeem all of the outstanding shares of specified series
on the warranty maturity dates for an amount at least equal to an aggregate protected amount. For each of the agreements entered into by Main Place with a third party, Main Place has also entered into a financial warranty agreement with the Parent.
Under the terms of these agreements, the Parent provides financial warranties in favor of Main Place corresponding to Main Places obligations under the financial warranties with the third parties.

Note 2  Summary of Significant Accounting Policies

Basis of
Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(GAAP). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from these estimates. Significant
estimates made by management are discussed in these footnotes as applicable.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, amounts due from affiliated banks and investments in instruments with an original maturity of less than 90 days.

Derivatives

All derivatives are recognized on the
balance sheet at estimated fair value.

Income Taxes

Main Place is classified as a single-member LLC and, as such, is disregarded as an entity separate from its owners for income tax purposes. The predominant practice for single-member LLCs is to provide for income taxes in their separate
financial statements. The accompanying financial statements include an income tax provision for the years ended December 31, 2005, 2004 and 2003 (see Note 5).

There are two components of income tax expense: current and deferred. Current income tax expense approximates taxes to be paid or refunded for the applicable period. Balance sheet amounts of deferred taxes are recognized on the temporary
differences between the basis of assets and liabilities as measured by tax laws and their basis as reported in the financial statements. Deferred tax expense or benefit is then recognized for the change in deferred tax liabilities or assets between
periods. Recognition of deferred tax assets is based on managements belief that it is more likely than not that the tax benefit associated with certain temporary differences will be recognized. A valuation allowance is recorded for those
deferred tax items for which it is more likely than not that realization will not occur.



15



---

Main Places operating results are included in the consolidated federal income tax return of the Corporation. The
method of allocating federal income tax expense is determined under a tax allocation agreement between Main Place and the Corporation. This allocation agreement specifies that income tax expense will be computed for all subsidiaries on a separate
company method, taking into account tax planning strategies and the tax position of the consolidated group.

On July 14, 2005, the Financial
Accounting Standards Board (FASB) issued an exposure draft, Accounting for Uncertain Tax Positions, a proposed interpretation of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting
for Income Taxes (the proposed Interpretation). The proposed Interpretation, as modified by recent FASB deliberations, requires recognition of a tax benefit to the extent of Managements best estimate of the impact of a tax position,
provided it is more likely than not that the tax position would be sustained based on its technical merits. The proposed Interpretation is expected to be effective January 1, 2007. Management is currently evaluating the effect of adopting the
proposed Interpretation, which effect is required to be reflected as a change in the opening balance of retained earnings in the period of adoption.

Note 3  Derivatives  Financial Warranty Agreements

On October 29, 2002, Main Place entered into a financial warranty
agreement with Pioneer Principal Protection Trust on behalf of its series Pioneer Protected Principal Plus Fund and Pioneer Investment Management, Inc. The trust is an open-ended diversified, registered investment company registered under the
Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty to the trust in the amount of up to $180.3 million in order to ensure that the trust is able to redeem all of the outstanding
shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is January 8, 2010.

On December 20, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up
to $180.3 million, corresponding to Main Places obligations under the financial warranty in favor of Pioneer Principal Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund.

On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch
Fundamental Growth Principal Protected Fund and Merrill Lynch Investment Managers, L.P. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the
agreement, Main Place provided a financial warranty in the amount of up to $265.9 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty
agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a
financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $265.9 million, corresponding to Main Places obligations under the
financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund.

On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund and Fund Asset Management, L.P. The
trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $335.8 million in
order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided
a financial warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch
Basic Value Principal Protected Fund.



16



---

On October 31, 2003, Main Place Funding, LLC entered into a financial warranty agreement with Oppenheimer Principal
Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc. The trust is an open-ended diversified investment company registered under the Investment Company Act of 1940, as amended.
Under the terms of the agreement, Main Place Funding, LLC committed to provide, upon completion of the Funds offering period on February 4, 2004, a financial warranty in the amount of up to $500 million in order to ensure that the trust
is able to redeem all of the outstanding shares of the series on the maturity date as defined in the financial warranty agreement, for an amount equal to the aggregate protected amount.

On January 20, 2004, a termination agreement was entered into among Main Place, OppenheimerFunds, Inc and Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main
Street Fund II. Under the terms of the termination agreement, Main Place is no longer committed to provide the financial warranty to Oppenheimer Principal Protected Trust II. No warranty was issued under the financial warranty agreement, as the
Funds offering period had not been completed prior to termination.

On October 31, 2003, Main Place entered into a financial warranty agreement
with Bank of America, N.A. Under the terms of this agreement, Bank of America, N.A. provided a financial warranty in favor of Main Place in the amount of up to $500 million, corresponding to Main Places obligations under the financial warranty
in favor of Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II.

On January 20,
2004, a termination agreement was entered into among Main Place and the Parent. Under the terms of this termination agreement, the Parent is no longer committed to provide the financial warranty discussed above. Consistent with Main Places
warranty with Oppenheimer Principal Protected Trust II, no warranty was issued under the financial warranty agreement.

Main Place structures these
financial warranties to include investment constraints and certain pre-defined triggers that would require the underlying assets or portfolio of the relevant trust to be liquidated and invested in zero-coupon bonds that mature at a preset future
date. Main Place is required to fund any shortfall at the preset future date between the value of the trusts assets and a preset amount. These financial warranties are booked as derivatives and marked to market in the trading portfolio. As of
December 31, 2005, the aggregate net asset value of outstanding shares subject to these financial warranties with third party trusts totaled $395.8 million. Main Place has never made a payment to fund any shortfall amount under these products
and management believes that the probability of such a payment under these financial warranties is remote.

Note 4 - Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with the Parent. Main Place had $7.1 billion and $7.0 billion of time deposits placed with
the Parent at December 31, 2005 and 2004, respectively. Interest income on time deposits placed with the Parent for the years ended December 31, 2005, 2004 and 2003 was $227.0 million, $89.7 million and $90.3 million, respectively. On
February 28, 2003, Main Place distributed $7.5 billion of these time deposits to the Parent as a return of capital.

The Parent pays for substantially
all general and administrative expenses incurred by the Company, including but not limited to compensation and incentive benefits and office overhead. The Parent charged the Company a management fee of $100 thousand in both 2005 and 2004 to reflect
the charge for their services and, these amounts are included in other general and operating expenses.

As described more fully in Note 3, the Parent has
entered into financial warranty agreements with Main Place. Under the terms of these agreements, the Parent provides financial warranties in favor of Main Place, where the maximum obligation under the financial warranties is $782.0 million, which
corresponds with Main Places obligations under financial warranty agreements in favor of third parties.

Accrued expenses due to affiliates at
December 31, 2005 and 2004 were $60.1 million and $64.7 million, respectively, primarily reflecting income taxes due to the Parent.



17



---

Note 5 - Income Taxes

The components of income tax for the years ended December 31, 2005, 2004 and 2003 are as follows (dollars in thousands):



|                         |  |        |  |        |  |       
|------------------------ |  | ------ |  | ------ |  | ------
|                         |  | 2005   |  | 2004   |  | 2003  
|Current - expense        |  |        |  |        |  |       
|Federal                  |  | 73,718 |  | 29,980 |  | 30,928
|State                    |  | 14,927 |  | 1,346  |  | 1,382 
|                         |  |        |  |        |  |       
|Total income tax expense |  | 88,645 |  | 31,326 |  | 32,310
|                         |  |        |  |        |  |       

A reconciliation of the expected federal income tax expense using the federal statutory rate of 35 percent to the
actual income tax expense for the years ended December 31, 2005, 2004 and 2003, is as follows (dollars in thousands):



|                                             |  |        |  |        |   |  |       
|-------------------------------------------- |  | ------ |  | ------ | - |  | ------
|                                             |  | 2005   |  | 2004   |   |  | 2003  
|Expected federal tax expense                 |  | 78,942 |  | 30,583 |   |  | 31,412
|Increase (decrease) in taxes resulting from: |  |        |  |        |   |  |       
|State tax expense, net of federal benefit    |  | 9,703  |  | 875    |   |  | 898   
|Other                                        |  |       |  | (132   | ) |  |      
|                                             |  |        |  |        |   |  |       
|Total income tax expense                     |  | 88,645 |  | 31,326 |   |  | 32,310
|                                             |  |        |  |        |   |  |       

Main Place had no deferred tax assets or liabilities at December 31, 2005 and 2004.

Current federal taxes payable to the Corporation, inclusive of current state taxes payable to the Parent, was approximately $60 million and $64 million at
December 31, 2005 and 2004, respectively, which are included in accrued expenses due to affiliates on the accompanying balance sheet.

Note 6 -
Fair Values of Financial Instruments

Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial
Instruments, requires the disclosure of the estimated fair values of financial instruments. The fair value of an instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Fair values of items for which no quoted market prices exist have been derived based on managements
assumptions, the estimated amount and timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are more fully described below. Different assumptions could significantly
affect these estimates. Accordingly, the net realizable values could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual instruments values and should not be considered an
indication of the fair value of Main Place.

Short - Term Financial Instruments

The carrying value of short-term financial instruments, including cash and cash equivalents, accounts receivable from and accrued expenses due to affiliates and interest receivable approximates the fair value. These
financial instruments generally expose Main Place to limited credit risk, have no stated maturities or have maturities of less than 90 days and carry interest rates, which approximate market.

Derivatives

All derivatives are recognized on the balance sheet at
estimated fair value.



18



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Main Place Funding, LLC

Form 10-K

Index to Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                  
|2 (a)       |  | Agreement of Merger merging Main Place Holdings Corporation into Main Place Holdings, LLC, dated as of October 15, 1998. (1)                                                                                                                                                                                                 
|            | 
|2 (b)       |  | Agreement and Plan of Merger between Main Place Real Estate Investment Trust and Main Place Funding, LLC, dated as of December 22, 1998. (1)                                                                                                                                                                                 
|            | 
|3 (a)       |  | Limited Liability Company Agreement of Main Place Holdings, LLC, dated as of October 15, 1998. (1)                                                                                                                                                                                                                           
|            | 
|3 (b)       |  | Amended and Restated Limited Liability Company Agreement of Main Place Funding, LLC, dated as of December 14, 1998. (1)                                                                                                                                                                                                      
|            | 
|3 (c)       |  | Amended and Restated Limited Liability Company Agreement of Main Place Funding, LLC, dated as of October 21, 2002. (incorporated by reference from the Report on Form 8-K previously filed on
October 21, 2002)                                                                                                              
|            | 
|4 (a)       |  | Indenture of Trust dated as of October 31, 1995, between Main Place Funding Corporation and First Trust National Association, pursuant to which Main Place Funding Corporation issued
Mortgage-Backed Bonds, Series 1995-2. (incorporated by reference from the Form 8-K previously filed on October 31, 1995)               
|            | 
|4 (b)       |  | First Supplemental Indenture of Trust dated as of November 1, 1996 to Indenture of Trust dated as of October 31, 1995 between Main Place Funding Corporation and First Trust National Association,
as Trustee. (incorporated by reference from the Form 10-Q previously filed on November 14, 1996)                          
|            | 
|4 (c)       |  | Indenture of Trust dated as of March 18, 1997, between Main Place Funding Corporation and First Trust National Association, as Trustee. (incorporated by reference from the Form 10-Q previously
filed on May 13, 1997)                                                                                                      
|            | 
|4 (d)       |  | Second Supplemental Indenture of Trust, dated as of December 23, 1998, between Main Place Funding, LLC and U.S. Bank Trust National Association, as Trustee, in connection with the Indenture of
Trust dated as of October 31, 1995. (1)                                                                                     
|            | 
|4 (e)       |  | First Supplemental Indenture of Trust, dated as of December 23, 1998, between Main Place Funding, LLC and U.S. Bank Trust National Association, as Trustee, in connection with the Indenture of
Trust dated as of March 18, 1997. (1)                                                                                        
|            | 
|4 (f)       |  | Indenture of Trust dated as of May 25, 1999, between Main Place Funding, LLC and U.S. Bank National Association, as Trustee. (incorporated by reference from the Form 8-K filed on May 25, 1999) 4
(g) Assignment and Assumption Agreement between NationsBank, N.A. and Main Place Trust, dated as of December 14, 1998. (1)
|            | 
|4 (h)       |  | Trust Agreement of Main Place Trust, dated as of December 14, 1998. (1)                                                                                                                                                                                                                                                      
|            | 
|10 (a)      |  | Servicing Agreement dated as of July 18, 1995, between Main Place Funding Corporation and NationsBanc Mortgage Corporation. (incorporated by reference from the Current Report on Form 8-K
previously filed on July 18, 1995)                                                                                                
|            | 
|10 (b)      |  | Servicing Agreement dated as of October 31, 1995, between Main Place Funding Corporation and NationsBanc Mortgage Corporation. (incorporated by reference from the Current Report on Form 8-K
previously filed on October 31, 1995)                                                                                          



19



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                           
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|10 (c) |  | Servicing Agreement dated November 1, 1996, between Main Place Real Estate Investment Trust and NationsBanc Mortgage Corporation. (incorporated by reference from the Quarterly Report on
Form 10-Q previously filed on November 14, 1996)                                                                                                                                                
|       | 
|10 (d) |  | Servicing Agreement dated as of November 1, 1996, between Main Place Real Estate Investment Trust and NationsBank, N.A. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on November 14, 1996)                                                                                                                                                          
|       | 
|10 (e) |  | Servicing Agreement dated as of March 18, 1997, between Main Place Funding Corporation and NationsBanc Mortgage Corporation. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on May 13, 1997)                                                                                                                                                          
|       | 
|10 (f) |  | Servicing Agreement dated as of May 25, 1999, by and between Main Place Funding LLC and Nationsbanc Mortgage Corporation. (incorporated by reference from the Form 8-K filed on May 25,
1999)                                                                                                                                                                                             
|       | 
|10 (g) |  | Financial Warranty Agreement by and among Main Place Funding, LLC, Pioneer Investment Management, Inc., and Pioneer Principal Protection Trust on behalf of its series, Pioneer Protected
Principal Plus Fund, dated as of October 29, 2002. (incorporated by reference from the Current Report on Form 8-K previously filed and dated as of October 21, 2002)                            
|       | 
|10 (h) |  | Financial Warranty Agreement by and between Main Place Funding, LLC and Bank of America, N.A., dated as of November 13, 2002. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on November 14, 2002)                                                                                                                                                    
|       | 
|10 (i) |  | Financial Warranty Agreement by and among Main Place Funding, LLC, Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund and
Merrill Lynch Investment Managers, L.P., dated as of November 1, 2002. (incorporated by reference from the Current Report on Form 8-K previously filed and dated as of October 21, 2002)
|       | 
|10 (j) |  | Financial Warranty Agreement by and between Main Place Funding, LLC and Bank of America, N.A., dated as of November 13, 2002. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on November 14, 2002)                                                                                                                                                    
|       | 
|10 (k) |  | Financial Warranty Agreement by and among Main Place Funding, LLC, Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund and Fund
Asset Management, L.P., dated as of November 1, 2002. (incorporated by reference from the Current Report on Form 8-K previously filed and dated as of October 21, 2002)                   
|       | 
|10 (l) |  | Financial Warranty Agreement by and between Main Place Funding, LLC and Bank of America, N.A., dated as of November 13, 2002. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on November 14, 2002)                                                                                                                                                    
|       | 
|10 (m) |  | Financial Warranty Agreement by and among Main Place Funding, LLC, Oppenheimer Principal Protected Trust II, on behalf of its series Oppenheimer Principal Protected Main Street Fund II and
OppenheimerFund, Inc., dated as of October 31, 2003. (incorporated by reference from the Quarterly Report on Form 10-Q previously filed and dated as of November 14, 2003)                   
|       | 
|10 (n) |  | Financial Warranty Agreement by and between Main Place Funding, LLC and Bank of America, N.A., dated as of October 31, 2003. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed and dated as of November 14, 2003)                                                                                                                                        
|       | 
|10 (o) |  | Financial Warranty Agreement by and between Main Place Funding, LLC and Bank of America, N.A., dated as of November 13, 2002. (incorporated by reference from the Quarterly Report on Form 10-Q
previously filed on November 14, 2002)                                                                                                                                                    



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10 (p) |  | Termination agreement was entered into among Main Place Funding LLC, Bank of America, N.A., a national banking association, OppenheimerFunds, Inc and Oppenheimer Principal Protected Trust II on
behalf of its series, Oppenheimer Principal Protected Main Street Fund II, dated January 20, 2004. (incorporated by reference from the Current Report on Form 8-K previously filed and dated as of January 27, 2004)
|       | 
|10 (q) |  | Termination agreement was entered into among Main Place Funding LLC and Bank of America, N.A., dated January 20, 2004 (incorporated by reference from the Current Report on Form 8-K previously
filed and dated as of January 27, 2004)                                                                                                                                                                               
|       | 
|23     |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                                                                                
|       | 
|31.1   |  | Certification of President pursuant to Section 302 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                  
|       | 
|31.2   |  | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                 
|       | 
|32.1   |  | Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                   
|       | 
|32.2   |  | Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                  

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|(1) | Incorporated by reference from the Form 10-K previously filed on April 1, 2002
|--- | ------------------------------------------------------------------------------



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