Item 4.01
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Changes in Registrants Certifying Accountant
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KPMG LLP was previously the principal accountants for First Republic Preferred Capital Corporation (the Registrant). On September 21, 2007, KPMG LLP was dismissed and Deloitte & Touche LLP was engaged as the
Registrants principal accountants. The decision to change accountants was recommended by the Registrants Audit Committee of the Board of Directors.
On September 21, 2007, the Registrants controlling shareholder, First Republic Bank, a Nevada banking corporation (First Republic) which owned 100% of the Registrants outstanding common
shares, merged with and into Merrill Lynch Bank & Trust Co., FSB, a federal stock savings bank (the Merger Sub) and a subsidiary of Merrill Lynch & Co., Inc. (Merrill Lynch), with the Merger Sub continuing
as the surviving corporation (the Merger), pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated January 29, 2007, entered into, by and among First Republic, Merrill Lynch and the Merger
Sub. Deloitte & Touche LLP was serving as the independent auditor of Merrill Lynch and the Merger Sub at the time of the Merger.
During the two fiscal years ended December 31, 2006, and the subsequent interim period through September 21, 2007, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope of procedures, which disagreement, if not resolved to KPMG LLPs satisfaction, would have caused KPMG LLP to make reference in connection with their opinion of the subject matter of the disagreement or
(2) reportable events.
The audit reports of KPMG LLP on the financial statements of the Registrant as of and for the years ended
December 31, 2006 and 2005 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
The Registrant requested that KPMG LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether they agree with the
above statements. A copy of such letter is attached as Exhibit 16.1 hereto.
Prior to the appointment of Deloitte & Touche LLP, the
Registrant did not consult with Deloitte & Touche LLP during the two fiscal years ended December 31, 2006, and the subsequent interim period through September 21, 2007, regarding any matter requiring disclosure under
Item 304(a)(2) of Regulation S-K.
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