UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 2007
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 of issuing entity: 333-133978-02
CORTS TRUST VI FOR IBM DEBENTURES
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor and sponsor: 333-133978
Structured Products Corp.
(Exact name of depositor and sponsor as specified in its charter)
Delaware 13-3692801
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
388 Greenwich Street
New York , NY 10013
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 816-7496 Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Name of Registered exchange on which registered
------------------------- -----------------------------------------------
6.375% Corporate-Backed New York Stock Exchange ("NYSE")
Trust Securities (CorTS)
Certificates
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities 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 [] No [X]
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.
Not applicable.
Indicate by check mark whether the registrant is large accelerated filer, an
accelerated filer or a non-accelerated filer. See the definition of "accelerated
filer and large accelerated filer" 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 in
Rule 12b-2 of the Act).
Yes [] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter:
The registrant has no voting stock or class of common stock that is held by
non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into Part IV of this
Annual Report: The distribution reports to security holders filed on Form 10-D
during the fiscal year, in lieu of reports on Form 10-Q, which include the
reports filed on Form 10-D listed in Item 15(a) hereto.
Introductory Note
Structured Products Corp. (the "Depositor") is the Depositor in respect of the
CorTS Trust VI For IBM Debentures (the "Trust"), a common law trust formed
pursuant to the Base Trust Agreement, dated as of September 19, 2006, between
the Depositor and U.S. Bank Trust National Association, as trustee
(the "Trustee"), as supplemented by the CorTS Supplement 2006-2 (the "Series
Supplement") dated as of October 20, 2006 in respect of the Trust. The Trust's
assets consist solely of debentures issued by International Business Machines
Corporation. The Certificates do not represent obligations of or interests in
the Depositor or the Trustee.
Pursuant to staff administrative positions, the Trust is not required to respond
to various items of Form 10-K. Such items are designated herein as
"Not Applicable." Distribution reports detailing receipts and distributions by
the Trust are filed after each distribution date on Form 10-D in lieu of reports
on Form 10-Q.
International Business Machines Corporation, the issuer of the underlying
securities, is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). For information on
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International Business Machines Corporation please see its periodic and current
reports filed with the Securities and Exchange Commission (the "Commission")
under its Exchange Act file number, 001-02360. The Commission maintains a site
on the World Wide Web at "http://www.sec.gov" at which users can view and
download copies of reports, proxy and information statements and other
information filed electronically through the Electronic Data Gathering, Analysis
and Retrieval system, or "EDGAR." Periodic and current reports and other
information required to be filed pursuant to the Exchange Act by International
Business Machines Corporation may be accessed on this site. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. The public may read and copy any materials filed with the Commission at the
Commission's Public Reference Room at 100 F Street, NE, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. Please call the SEC at (800)
SEC-0330 for further information on the operation of the SEC's public reference
rooms. In addition, such reports and other information can be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New York, New York
10005. Neither the Depositor nor the Trustee has participated in the
preparation of such reporting documents, or made any due diligence investigation
with respect to the information provided therein. Neither the Depositor nor the
Trustee has verified the accuracy or completeness of such documents or reports.
There can be no assurance that events affecting the issuer of the underlying
securities or the underlying securities themselves have not occurred or have not
yet been publicly disclosed which would affect the accuracy or completeness of
the publicly available documents described above.
PART I
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 1. Business.
Item 1A. Risk Factors.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments.
Not Applicable
PART II
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Item 9A. Controls and Procedures.
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Item 9B. Other Information.
None
PART III
The following Items have been omitted in accordance with General Instruction J
to Form 10-K:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stock Matters.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accounting Fees and Services.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2)
TO FORM 10-K.
Item 1112(b) of Regulation AB. Significant Obligors of Pool
Assets (Financial Information).
The primary asset of the issuing entity is the underlying securities,
$60,000,000 aggregate principal amount of 7.125% debentures due December 1, 2096
issued by International Business Machines Corporation. The issuer of the
underlying securities, therefore, may be considered a significant obligor. The
issuer of the underlying securities is subject to the information reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act").
For information on the issuer of the underlying securities please see its
periodic and current reports filed with the Securities and Exchange Commission
(the "Commission") under its Exchange Act file number, 001-02360.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other
Support, Except for Certain
Derivatives Instruments
(Information Regarding
Significant Enhancement
Providers Financial Information).
Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no
information is required in response to this Item.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments
(Financial Information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no
information is required in response to this Item.
Item 1117 of Regulation AB. Legal Proceedings.
Based on the standards set forth in Item 1117 of Regulation AB no information is
required in response to this Item.
Item 1119 of Regulation AB. Affiliations and Certain
Relationships and Related
Transactions.
Based on the standards set forth in Item 1119 of Regulation AB, no information
is required in response to this Item.
Item 1122 of Regulation AB. Compliance with Applicable
Servicing Criteria
U.S. Bank Trust National Association has been identified by the registrant as a
party participating in the servicing function with respect to the pool assets
held by CorTS Trust VI For IBM Debentures. U.S. Bank Trust National Association
has completed a report on an assessment of compliance with the servicing
criteria applicable (the "Report on Assessment") dated February 12, 2008 and for
a period beginning January 1, 2007 through and including December 31, 2007,
which Report on Assessment is attached as an exhibit to this Form 10-K. In
addition, U.S. Bank
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Trust National Association has provided an attestation report (the
"Attestation Report") by a registered independent public accounting firm
regarding its related Report on Assessment. The Attestation Report is attached
as an exhibit to this Form 10-K. Neither the Report on Assessment or the related
Attestation Report has identified any material instances of noncompliance with
the servicing criteria described in the Report on Assessment as being applicable
to CorTS Trust VI For IBM Debentures.
Item 1123 of Regulation AB. Servicer Compliance Statement.
Structured Products Corp. has provided a statement of compliance (the
"Compliance Statement") for the period from and including January 1, 2007
through and including December 31, 2007, which has been signed by an authorized
officer of Structured Products Corp. The Compliance Statement of Structured
Products Corp. is attached as an exhibit to this Form 10-K.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents have been filed as part of this report.
1. Trustee's Distribution Statements documented on Form 10-D
of CorTS Trust VI For IBM Debentures to the
certificateholders for the period from January 1, 2007
through and including December 31, 2007 have been filed
with the Securities and Exchange Commission and are hereby
incorporated by reference. Filing dates are listed below:
Trust Description Distribution Date Filed on
CorTS Trust VI For IBM Debentures June 1, 2007 June 13, 2007
CorTS Trust VI For IBM Debentures December 1, 2007 December 11, 2007
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2. None
3. Exhibits:
31.1 - Certification by Director of the Registrant pursuant
to 15 U.S.C. Section 7241, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
33.1 - Report on Assessment of Compliance with Servicing
Criteria for U.S. Bank Trust National Association for the
period from and including January 1, 2007 through and
including December 31, 2007.
34.1 - Attestation Report of Ernst & Young LLP on Assessment
of Compliance with Servicing Criteria.
35.1 - Servicer Compliance Statement of U.S. Bank Trust
National Association for the period from and including
January 1, 2007 through and including December 31, 2007.
99.1 - Registrant's Current Report on Form 10-D filed with
the Securities and Exchange Commission on June 13, 2007 and
December 11, 2007, as further described in Item 15(a)(1)
above, is incorporated herein by reference.
(b) See Item 15(a) above.
(c) Not Applicable.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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.
Structured Products Corp.,
as Depositor for the Trust
By: /s/ John W. Dickey
---------------------------
Name: John W. Dickey
Title: Authorized Signatory
Dated: March 18, 2008
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7
EXHIBIT INDEX
Exhibit
Number in this
Form 10-K Description of Exhibits
31.1 Certification by Director of the Registrant pursuant to 15
U.S.C. Section 7241, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
33.1 Report on Assessment of Compliance with Servicing Criteria
for U.S. Bank Trust National Association for the period from
and including January 1, 2007 through and including December
31, 2007.
34.1 Attestation Report of Ernst & Young LLP on Assessment of
Compliance with Servicing Criteria.
35.1 Servicer Compliance Statement of U.S. Bank Trust National
Association for the period from and including January 1,
2007 through and including December 31, 2007.
99.1 Registrant's Current Report on Form 10-D filed with the
Securities and Exchange Commission on June 13, 2007 and
December 11, 2007, as further described in Item 15(a)(1)
above, is incorporated herein by reference.
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Exhibit 31.1
CERTIFICATION
I, John W. Dickey, certify that:
1. I have reviewed this annual report on Form 10-K in respect of the
CorTS Trust VI For IBM Debentures (the "Trust") and all reports on
Form 10-D containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual
report of the Trust;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this
annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Depositor by the Trustee under the
trust agreement, for inclusion in these reports is included in these
reports;
4. I am responsible for reviewing the activities performed by the
Depositor and the Trustee under the trust agreement and based upon
my knowledge and the annual compliance review required under
that agreement and Item 1123 of Regulation AB, and except as
disclosed in the reports, the Depositor and Trustee have each
fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the
compliance by the Trustee and the Depositor with the minimum
servicing or similar standards based upon the report provided by
an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar procedure, as set forth in the trust agreement
that is included in these reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated party: U.S. Bank Trust National
Association, as Trustee.
Date: March 18, 2008
/s/ John W. Dickey
----------------------------
Name: John W. Dickey
Title: Authorized Signatory
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9
Exhibit 33.1
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB SERVICING CRITERIA
Management's Assertion
Report on Compliance with Applicable Servicing Criteria Pursuant to Item 1122
of Regulation AB under the Securities Exchange Act of 1934
U.S. Bank National Association ("U.S. Bank") as a party participating in the
servicing function for the following transactions:
U.S. Bank Corporate Trust Repackaging Platform(1)
hereby provides the following report on its assessment of compliance with the
servicing criteria set forth in Item 1122 of Regulation AB applicable to it and
as described on Exhibit A hereto:
1. U.S. Bank is responsible for assessing its compliance with the
servicing criteria applicable to it as noted on the accompanying
Exhibit A;
2. U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of
Regulation AB to assess its compliance with the applicable servicing
criteria;
3. U.S. Bank's assessment of its compliance with the applicable servicing
criteria is as of and for the period beginning on January 1, 2007 and
ending December 31, 2007, the end of the fiscal year covered by
the Form 10-K report. U.S. Bank's participation in the servicing
function complied in all material respects with the applicable
servicing criteria.
4. Ernst & Young, a registered public accounting firm, has issued an
attestation report on U.S. Bank's assessment of compliance with the
applicable servicing criteria as of and for the period beginning on
January 1, 2007 and ending December 31, 2007, the end of the fiscal
year covered by the Form 10-K report.
U.S. BANK NATIONAL ASSOCIATION
/s/ Bryan R. Calder
------------------------------
Name: Bryan R. Calder
Title: President
Date: February 12, 2008
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(1) The U.S. Bank Corporate Trust Repackaging Platform (the "Platform") consists
of the activities involved in the performance of servicing functions for
publicly issued transactions comprised of the repackaging of corporate debt
and/or other agency securities the securities of which were offered on or after
January 1, 2006. The Platform does not include asset-backed or mortgage-backed
transactions serviced by a pool of receivables or other financial assets.
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EXHIBIT A to Management's Assertion
Reference Servicing Criteria Applicable Inapplicable
Servicing Servicing
Criteria Criteria
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
accordance with the transaction agreements. X
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
the third party's performance and compliance with such X
servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the Pool Assets are maintained. X
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage X
required by and otherwise in accordance with the terms of the
transaction agreements.
Cash Collection and Administration
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other
number of days specified in the transaction agreements. X
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor
or to an investor are made only by authorized personnel. X
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as X
specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of over
collateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign X
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
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Reference Servicing Criteria Applicable Inapplicable
Servicing Servicing
Criteria Criteria
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access. X
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than X
the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items
are resolved within 90 calendar days of their original
identification, or such other number of days specified in the
transaction agreements.
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance
with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and
regulations; and (D) agree with investors' or the trustee's X
records as to the total unpaid principal balance and number
of Pool Assets serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other X
terms set forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two
business days to the Servicer's investor records, or such X
other number of days specified in the transaction agreements.
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or custodial X
bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets is maintained as
required by the transaction agreements or related pool asset
documents. X
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required
by the transaction agreements. X
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Reference Servicing Criteria Applicable Inapplicable
Servicing Servicing
Criteria Criteria
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any X
conditions or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days X
specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
1122(d)(4)(v) The Servicer's records regarding the pool assets agree with
the Servicer's records with respect to an obligor's unpaid X
principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
pool assets (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance X
with the transaction agreements and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted X
and concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities X
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
where delinquency is deemed temporary (e.g., illness or
unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool
assets with variable rates are computed based on the related X
pool asset documents.
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Reference Servicing Criteria Applicable Inapplicable
Servicing Servicing
Criteria Criteria
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool X
asset documents and state laws; and (C) such funds are
returned o the obligor within 30 calendar days of full
repaymen of the related pool assets, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related penalty
or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has X
been received by the servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the
transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment X
was due to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the X
transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction X
agreements.
1122(d)(4)(xv) Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is X
maintained as set forth in the transaction agreements.
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14
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
[Ernst & Young LOGO] * Ernst & Young LLP * Phone: (612) 343-1000
220 South Sixth Street, www.ey.com
Ste 1400 Minneapolis,
MN 55402-4509
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Report of Independent Registered Public Accounting Firm
The Board of Directors
U.S. Bank National Association
We have examined management's assertion, included in the accompanying Report on
Assessment of Compliance with Securities and Exchange Commission (SEC)
Regulation AB Servicing Criteria, that U.S. Bank National Association (the
Company) complied with the servicing criteria set forth in Item 1122(d) of the
SEC's Regulation AB for the Structured Repackaging platform (the Platform) as
of and for the year ended December 31, 2007, except for servicing criteria
1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(vi),
and 1122(d)(4)(ix)-(xv), which the Company has determined are not applicable to
the activities performed by them with respect to the servicing platform covered
by this report. Management is responsible for the Company's compliance with
those servicing criteria. Our responsibility is to express an opinion on
management's assertion about the Company's compliance with the servicing
criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing of less than all of the individual asset backed transactions
and securities that comprise the Platform, testing of less than all of the
servicing activities related to the Platform, and determining whether the
Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's
compliance with the servicing criteria.
In our opinion, management's assertion that the Company complied with the
aforementioned servicing criteria as of and for the year ended December 31,
2007, for the Structured Repackaging platform is fairly stated, in all
material respects.
/s/ Ernst & Young LLP
February 12, 2008
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15
Exhibit 35.1
SERVICER COMPLIANCE STATEMENT
U.S. Bank Trust National Association
The undersigned, a duly authorized officer of U.S. Bank Trust
National Association (the "Trustee"), as Trustee in respect of the CorTS Trust
VI For IBM Debentures (the "Trust"), does hereby certify that:
1. The Bank is Trustee under the Trust Agreement.
2. The undersigned is duly authorized as required pursuant to the Trust
Agreement to execute and deliver this Certificate to the Trust.
3. This Certificate is delivered pursuant to Item 1123 of the Securities
and Exchange Commission's Regulation AB.
4. A review of the Trustee's activities during the twelve-month period
ended December 31, 2007 and of its performance under the Trust
Agreement has been made under my supervision.
5. To the best of my knowledge, based on such review, the Trustee has
fulfilled all of its obligations under the Trust Agreement in all
material respects throughout such twelve-month period.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 18th day of March 2008.
By: /s/ Janet P. O'Hara
------------------------------
Name: Janet P. O'Hara
Title: Assistant Vice President
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16
Structured Products Corp 6.375% Corporate-Backed Trust Securities Corts Callable Trust Certificates (Issued (NYSE:HZK)
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