The Board of
Directors
The Bank of New York Mellon:
We have examined
the compliance of The Bank of New York Mellon (formerly The Bank of New
York), (the Company) with the PPLUS Minimum Servicing Standards
(see attached) for the PPLUS
Trust Series JPM-1 transaction as of and for the year ended December 31,
2011. With respect to servicing standard 4, 5, 6 and 7, there were no activities
performed during the year ended December 31, 2011 with respect to the PPLUS
Trust Series JPM-1 transaction, because there were no occurrences of events
that would require the Company to perform such activities. Management is
responsible for the Companys compliance with those servicing criteria.
Our responsibility is to express an opinion on the Companys compliance
based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public
Accountants and, accordingly, included examining, on a test basis, evidence about the Companys compliance with
the PPLUS Minimum Servicing Standards specified above and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Companys compliance with the PPLUS Minimum Servicing
Standards.
In our opinion, managements assertion that The Bank of New York Mellon has complied with the aforementioned PPLUS Minimum Servicing Standards as of and for the year ended December
31, 2011 is fairly stated, in all material respects.
/s/ KPMG
Chicago, Illinois
February 24, 2012
MANAGEMENT ASSERTION
The Bank of New York Mellon (formerly The Bank of New York) (the Company)
is responsible for complying with the requirements of the PPLUS Minimum
Servicing Standards as they relate to the PPLUS
Trust Series JPM-1 transaction. With respect to servicing standard 4,
5, 6 and 7, there were no activities performed during the year ended December
31, 2011 with respect to the PPLUS
Trust Series JPM-1 transaction, because there were no occurrences of events
that would require the Company to perform such activities. The Company
is responsible for establishing and maintaining effective internal control
over compliance with the PPLUS Minimum Servicing Standards. The Company
has performed an evaluation of the Companys compliance with the
requirements of the PPLUS Minimum Servicing Standards as it relates to
PPLUS Trust Series
JPM-1 as of and for the year ended December 31, 2011. Based on this evaluation,
the Company asserts that for the year ended December 31, 2011, it has
complied with the requirements of the PPLUS Minimum Servicing Standards
(attached).
/s/ Robert L. Griffin |
|
The Bank of New York Mellon |
|
Robert L. Griffin |
|
Managing Director |
|
|
|
February 24, 2012 |
|
APPENDIX I
PPLUS Minimum
Servicing Standards intended
for use in connection with the Annual
Accountants Report (AAR)
Below is Merrill Lynch Depositor, Inc.s (the
Depositor) together with Merrill Lynch High Grade Credit Management (“HGCM”) and the Merrill Lynch
Credit Derivative Integrated Support Solutions (“ISS”), minimum servicing standards for the PreferredPlus Program
(PPlus). The Bank of New York Mellon (the Bank) acts as Trustee, Custodian, Paying Agent, and
Transfer Agent on behalf of the PPlus Program and has agreed to comply with these minimum servicing standards.
MERRILL LYNCH
DEPOSITOR, INC.S MINIMUM SERVICING STANDARDS
1. |
|
CUSTODIAL BANK ACCOUNT RECONCILIATIONS |
|
|
|
The Bank must reconcile all related custodial bank accounts. |
|
|
|
|
The Bank will include the Distribution report as Exhibit 99.1
in the Form 8-Ks filed with the SEC. |
2. |
|
VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS |
|
|
|
The Bank must have a tickler system in place so that they will be
expecting and monitoring the custodial bank account for receipt of
the collateral coupon interest. Each of the tickler systems shall
be updated on an on-going basis as each new trust series is created. |
|
|
|
|
The Bank will ensure all interest payments are deposited into the
custodial bank accounts and related bank clearing accounts on the
day the Bank is in receipt of the funds. |
|
|
|
|
The Bank must prove the arithmetic accuracy of the amount of interest
received by the Trust from the underlying securities and ensure that
the face amount, description, coupon rate, and maturity date of the
securities held in the Trust agree to the PPM Supplement dated Date
XX, 20XX. |
|
|
|
The Bank must prove the arithmetic accuracy of the amount of interest
to be paid by the Trust to the Debt Unit holders by referring to the
PPM Supplement dated Date XX, 20XX. |
|
|
|
|
The Bank will make all disbursements via wire transfer to The Depository
Trust Company (DTC) on the scheduled trust distribution
date as soon as the amount of interest received from the underlying
collateral into the custodial bank account has been received and verified
for accuracy. |