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 PreferredPLUS Trust Series QWS-2 transaction as of
and for the year ended December 31, 2008. With respect to servicing standard 4, 5 and 7,
managements assertion indicates that there were no activities performed during the year
ended December 31, 2008 with respect to the PreferredPLUS  Trust Series QWS-2
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, 2008 is fairly stated, in
all material respects. /s/ KPMG LLP Chicago, Illinois 
      March 6, 2009




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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 PreferredPLUS  Trust Series
QWS-2 transaction. With respect to servicing standard 4, 5 and 7, there were no
activities performed during the year ended December 31, 2008 with respect to the
PreferredPLUS  Trust Series QWS-2 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 PreferredPLUS  Trust Series QWS-2 as of and for the year ended December 31, 2008.
Based on this evaluation, the Company  asserts  that as of and for the year ended December 31, 2008,
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 6, 2009 | 
|----------------------------------------------------------------------------------------------------------------------- | 





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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.




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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.


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