Independent
Accountants Report The Board of Directors 
      The Bank of
New York Mellon: We have
      examined the accompanying managements assertion that The Bank of New
      York Mellon (formerly The Bank of New York), (the Company) complied
      with the PPLUS Minimum Servicing Standards for the PPLUS Trust Series LMG-3
      transaction as of and for the year ended December 31, 2009. With respect
      to servicing standard 4, 5, 6 and 7, managements assertion indicates
      that there were no activities performed during the year ended December 31,
      2009 with respect to the PPLUS Trust Series LMG-3 transaction, because there
      were no occurrences of events that would require the Company to perform
      such activities. Management is responsible for the Companys compliance
      with those servicing criteria. Our responsibility is to express an opinion
      on managements assertion about the Companys 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
Companys compliance with the 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 Companys  compliance
with the PPLUS Minimum  Servicing Standards. In our opinion,
      managements assertion that the Company has complied with the aforementioned
      Minimum Servicing Standards as of and for the year ended December 31, 2009
      is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois 
      March 9, 2010 
   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 LMG-3 transaction.
      With respect to servicing standard 4, 5, 6 and 7, there were no activities
      performed during the year ended December 31, 2009 with respect to the PPLUS
      Trust Series LMG-3 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
      LMG-3 as of and for the year ended December 31, 2009. Based on this evaluation,
      the Company asserts that as of and for the year ended December 31, 2009,
      it has complied with the requirements of the PPLUS Minimum Servicing Standards
      (attached). /s/ Robert L. GriffinThe Bank of New York Mellon
      Robert L. Griffin 
      Managing Director March 9,
      2010


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 Merrill Lynch Structured Credit Derivatives/Merrill Lynch Credit Derivatives Operations Group.
    
    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.


---