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 (“Servicing Standards”) for the PreferredPLUS  Trust Series CZN-1  transaction  as of and for the year
ended  December 31, 2014.  With respect to Servicing  Standards 4, 5, 6 and 7,  managements  assertion  indicates that
there were no  activities  performed  during the year ended  December 31, 2014  with  respect to the  PreferredPLUS  Trust
Series CZN-1  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  the Servicing Standards.  Our
responsibility  is to express an opinion on managements  assertion about the Company’s compliance based on our
examination.

Our examination was conducted in
accordance with attestation 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 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 Companys compliance with the PPLUS Minimum
Servicing Standards.

In our opinion, managements assertion that the  Company
complied with the aforementioned PPLUS Minimum Servicing Standards for the PreferredPLUS Trust Series CZN-1 transaction as
of and for the year ended December 31, 2014  is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois 
  February 20, 2015

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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 (“Servicing Standards”) as they relate to the
 PreferredPLUS  Trust Series CZN-1 transaction.  With respect to Servicing  Standards 4,
5, 6  and 7, there were no  activities  performed  during the year ended  December 31, 2014
with respect to the PreferredPLUS Trust Series CZN-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  Servicing Standards.  The Company has
 performed  an  evaluation  of its  compliance  with the  requirements  of the
  Servicing  Standards  as it relates to  PreferredPLUS Trust  Series
 CZN-1 as of and for the year ended December 31, 2014.  Based on this  evaluation,  the Company asserts that as of and for the year ended  December 31, 2014, it has complied with
the requirements of the PPLUS Minimum Servicing Standards (attached).

|/s/Richard P. Stanley
      
      The Bank of New York
      Mellon       Richard P. Stanley       Executive Vice President | 
|---------------------------------------------------------------------------------------------------------------------------- | 

February 20, 2015



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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"), Merrill Lynch Structured Credit Derivatives ("SCD") and the Merrill Lynch Credit Derivatives Operations
Group ("OG") (collectively Merrill Lynch) minimum servicing standards for the PreferredPlus Program ("PPlus").

The
Bank of New York Mellon ("the Bank" or “the Trustee”) acting as Trustee, Custodian, Paying Agent, and Transfer
Agent on behalf of the PPlus Program has agreed to comply with all of the following minimum servicing standards. Merrill Lynch
has obtained a certification from the Bank that it has complied with these criteria for
the period January 1, 2014 to December 31, 2014.

|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                  | ApplicableServicing STANDARD                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                   | Criteria                                                                                                                                                                                                                                                                    
|CUSTODIAL BANK ACCOUNT RECONCILIATIONS                                                                                                                                                                                                                                                     
|1                                                                                                                                                                                                                                                                                           | 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.                                                                                                                                                                                          |                                                                                                                                                                                                                                                                             
|VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS                                                                                                                                                                                                                                
|2                                                                                                                                                                                                                                                                                           | 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 |                                                                                                                                                                                                                                                                             



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|MINIMUM Servicing STANDARD                                                                                                                                                                                                                                                                     | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                                                                                                                                                                                                                                                                                      | Criteria                                                                                                                                                                                                                                                                                                                                                                                                                
|TRUST DISBURSEMENTS                                                                                                                                                                                                                                                                           
|3                                                                                                                                                                                                                                                                                              | 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. |                                                                                                                                                                                                                                                                                                                                                                                                                         
|PARTIAL REDEMPTIONS                                                                                                                                                                                                                                                                           
|4                                                                                                                                                                                                                                                                                              | 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.                                                                                                                                                                                          
|DEFAULTS                                                                                                                                                                                                                                                                                      
|5                                                                                                                                                                                                                                                                                              | 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 SCD/OG.                                                                                                                                                           
|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.                 |                                                                                                                                                                                                                                                                                                                                                                                                                         
|CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES                                                                                                                                                                                                                                                 
|6                                                                                                                                                                                                                                                                                              | 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.



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|MINIMUM Servicing STANDARD             | ApplicableServicing STANDARD                                                                                                                                                                                                                                                                                                       
|-------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference                              | Criteria                                                                                                                                                                                                                                                                                                                           
|                                       | 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.                            
|COMMUNICATIONS WITH CERTIFICATEHOLDERS
|7                                      | 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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