EXHIBIT 99.3

 

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, 2010 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 Company’s 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, 2010. Based on this evaluation,        the Company asserts that for the year ended December 31, 2010, 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    March 2, 2011 
             

     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 Structured Credit Derivatives and the Merrill Lynch Credit Derivatives      Operations Group, 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.3. TRUST DISBURSEMENTS **•** 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.             

4. PARTIAL REDEMPTIONS **•** If there is a partial redemption of the trust certificates the Bank            and the Depositor must ensure that the redemption proceeds received            by the trust and distributed by the Bank are in accordance with the            series supplement.5. DEFAULTS **•** If the Bank has actual knowledge of an event of default on the underlying            securities that did not cause the trust to liquidate, the Bank must            distribute a formal notice of default to the Depositor, the certificateholders,            the rating agencies and HGCM/ISS.  **•** If the Bank has actual knowledge of an event of default on the underlying            securities that did not cause the Trust to liquidate, the procedures            for a vote or consent of the certificateholders as set forth in the            Standard Terms and series Supplement must be complied with.6. CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES **•** If there is an exercise of call warrants or an optional exchange            of trust certificates for underlying securities that did not cause            the trust to liquidate, the Bank must give the Depositor and the affected            certificateholders notice of any exercise of call warrants or optional            exchange. Such notice must contain the amount of certificates to be            purchased, the call price, and any other relevant information.  **•** If there is an exercise of call warrants or an optional exchange            of trust certificates for underlying securities that did not cause            the trust to liquidate, the Bank must notify the rating agencies of            the call exercise or optional exchange.  **•** If there is an exercise of call warrants or an optional exchange            of trust certificates for underlying securities that did not cause            the trust to liquidate, the Bank must give notice of exercise or optional            exchange to the Depositor and certificate registrar of any certificates            that were called.7. COMMUNICATIONS WITH CERTIFICATEHOLDERS **•** If there was any occasion for the exercise of voting rights or giving            consents by the certificateholders, the Bank must provide notice to            the certificateholders within 5 business days of the Trust’s            receipt of notice of the occasion and the Bank must vote or give consents            as directed by certificateholders.