The Bank of New York Mellon(formerly The Bank of New York), (the  “Company”)  is  responsible  for  complying  with therequirements  of the PPLUS  Minimum  Servicing  Standards  as they relate to the  PPLUS  Trust Series JPM-1  transaction.  With respect to servicing  standard 4, 5 and 7, there were no activities  performed during theyear ended  December  31, 2008  with respect to the  PPLUS  Trust  Series JPM-1  transaction,  becausethere were no  occurrences  of events  that would  require  the  Company to perform  such  activities.  The Company isresponsible for  establishing  and maintaining  effective  internal  control over compliance with the PPLUS MinimumServicing  Standards.  The Company has performed an evaluation of the Company’s  compliance  with the  requirements  of thePPLUS Minimum  Servicing  Standards as it relates to PPLUS  Trust Series  JPM-1 as of and for the yearended  December  31,  2008.  As of and for the year ended  December  31,2008, the Company, other than as identified below, has complied in all material respects with the PPLUS Minimum Servicing Standards (attached).

Instances of Material Noncompliance

|                        |   |   |   |
|-----------------------------|--------|--------|--------|
| /s/ Robert L. Griffin  |   |
| The Bank of New York Mellon |   |
| Robert L. Griffin      |   |
| Managing Director      |   |
|                        |   |
| March 6, 2009               |   |

 

     APPENDIX IPPLUS Minimum Servicing Standards intendedfor use in connection with the AnnualAccountants Report (“AAR”)Below is Merrill Lynch Depositor, Inc.’s (“the Depositor”) together with Merrill Lynch Structured Credit Derivativesand the Merrill Lynch Credit Derivatives Operations Group, minimum servicing standards forthe PreferredPlus Program (“PPlus”). The Bank of New York Mellon  (“the Bank”) acts asTrustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlusProgram and has agreed to comply with these minimum servicing standards.MERRILL LYNCH DEPOSITOR, INC.’S MINIMUM SERVICING STANDARDS1. 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 Form8-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 beexpecting and monitoring the custodial bank account for receipt of thecollateral coupon interest. Each of the tickler systems shall be updatedon an on-going basis as each new trust series is created.  **•** The Bank will ensure all interest payments are deposited into thecustodial bank accounts and related bank clearing accounts on the day theBank is in receipt of the funds.  **•** The Bank must prove the arithmetic accuracy of the amount of interestreceived by the Trust from the underlying securities and ensure that theface amount, description, coupon rate, and maturity date of the securitiesheld 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 tobe paid by the Trust to the Debt Unit holders by referring to the PPMSupplement dated Date XX, 20XX.  **•** The Bank will make all disbursements via wire transfer to The DepositoryTrust Company (“DTC”) on the scheduled trust distribution date as soon asthe amount of interest received from the underlying collateral into thecustodial bank account has been received and verified for accuracy.     

4. PARTIAL REDEMPTIONS **•** If there is a partial redemption of the trust certificates the Bank andthe Depositor must ensure that the redemption proceeds received by thetrust and distributed by the Bank are in accordance with the seriessupplement.5. DEFAULTS **•** If the Bank has actual knowledge of an event of default on the underlyingsecurities that did not cause the trust to liquidate, the Bank mustdistribute a formal notice of default to the Depositor, thecertificateholders, the rating agencies and Merrill Lynch Structured Credit Derivatives/Merrill Lynch Credit Derivatives Operations Group.  **•** If the Bank has actual knowledge of an event of default on the underlyingsecurities that did not cause the Trust to liquidate, the procedures for avote or consent of the certificateholders as set forth in the StandardTerms 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 trustcertificates for underlying securities that did not cause the trust toliquidate, the Bank must give the Depositor and the affectedcertificateholders notice of any exercise of call warrants or optionalexchange. Such notice must contain the amount of certificates to bepurchased, the call price, and any other relevant information.  **•** If there is an exercise of call warrants or an optional exchange of trustcertificates for underlying securities that did not cause the trust toliquidate, the Bank must notify the rating agencies of the call exerciseor optional exchange.  **•** If there is an exercise of call warrants or an optional exchange of trustcertificates for underlying securities that did not cause the trust toliquidate, the Bank must give notice of exercise or optional exchange tothe Depositor and certificate registrar of any certificates that werecalled.7. COMMUNICATIONS WITH CERTIFICATEHOLDERS **•** If there was any occasion for the exercise of voting rights or givingconsents by the certificateholders, the Bank must provide notice to thecertificateholders within 5 business days of the Trust’s receipt of noticeof the occasion and the Bank must vote or give consents as directed bycertificateholders.