Exhibit 24.2
MERRILL
LYNCH & CO., INC.
CERTIFICATE OF ASSISTANT SECRETARY
I, Mason Reeves, Assistant Secretary of Merrill
Lynch & Co., Inc., a corporation duly organized and
existing under the laws of the State of Delaware, do hereby
certify that attached is a true and correct copy of resolutions
duly adopted by the Board of Directors of the Corporation at a
meeting of the Board of Directors held on February 22,
2010, at which meeting a quorum was present and acted throughout
and that said resolutions are in full force and effect and have
not been amended or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the
seal of the Corporation this 10th day of March, 2010.
(SEAL)
Merrill Lynch &
Co., Inc.
Name: Mason Reeves
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Title:
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Assistant Secretary
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MERRILL
LYNCH & CO., INC.
BOARD OF DIRECTORS
RESOLUTIONS
February 22, 2010
Annual Report on
Form 10-K
RESOLVED, that Teresa M. Brenner, Alice A. Herald, Edward
P. O’Keefe and Mason Reeves be, and each of them with full
power to act without the other hereby is, authorized and
empowered to prepare, execute, deliver and file the 2009
Form 10-K
and any amendment or amendments thereto on behalf of and as
attorneys for the Corporation and on behalf of and as attorneys
for any of the following: the principal executive officer, the
principal financial officers, the principal accounting officer,
and any other officer of the Corporation.