MERRILL LYNCH DEPOSITOR INC PREFERREDPLUS TRUST SERIES LMG-1
Not Applicable.
None.
None.
None.  PART II
The Trust Certificates issued by PreferredPLUS Trust Series                  LMG-1 are represented by one or more physical certificates                  registered in the name of Cede & Co., the nominee of the                  Depository Trust Company. The Trust Certificates are listed on                  the New York Stock Exchange.
Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.                                          7
None.
The Registrant has procedures so as to provide reasonable                  assurance that its future Exchange Act filings will be filed                  within the applicable time periods.
None.  PART III
Not Applicable.
Not Applicable.
(a) Securities Authorized For Issuance Under Equity                      Compensation Plans: None.                   (b) Security Ownership Of Certain Beneficial Owners: None.                   (c) Security Ownership Of Management: Not Applicable.                   (d) Changes In Control: None.
None.
Not Applicable.                                          8    PART IV
(a)(1)      Financial Statements: Not Applicable.                   (a)(2)      Financial Statement Schedules: Not Applicable.                   (a)(3)      List of Exhibits                   The following exhibits are filed as part of, and incorporated                  by reference into, this Annual Report on Form 10-K:                            31.1     Certification of President of Registrant                                    dated March 27, 2006, pursuant to Rules                                    13a-14 and 15d-14 under the Securities                                    Exchange Act of 1934, as adopted pursuant to                                    Section 302 of the Sarbanes-Oxley Act of                                    2002, with respect to the Registrant's Annual                                    Report on Form 10-K for the year ended                                    December 31, 2005.                            99.1.    Trustee's Annual Compliance Certificate dated                                    February 21, 2006.                            99.2.    Report of Deloitte & Touche LLP, Independent                                    Registered Public Accounting Firm, dated                                    March 24, 2006, Registrant's Assertion on                                    Compliance with PPLUS Minimum Servicing                                    Standards dated March 24, 2006 and PPLUS                                    Minimum Servicing Standards.                            99.3.    Report of Ernst & Young LLP, Independent                                    Registered Public Accounting Firm, dated                                    February 21, 2006, The Bank of New York's                                    Assertion on Compliance with PPLUS Minimum                                    Servicing Standards dated February 21, 2006                                    and PPLUS Minimum Servicing Standards.                   (b) Exhibits                       The Registrant hereby files as part of this Annual Report                      on Form 10-K the exhibits listed in Item 15(a)(3) set forth                      above.                   (c) Financial Statement Schedules                       Not applicable.                                         9                                        SIGNATURES      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.                                                   MERRILL LYNCH DEPOSITOR, INC.  Date: March 27, 2006                             By: /s/ Stephan Kuppenheimer                                                     --------------------------                                                     Name:  Stephan Kuppenheimer                                                     Title: President    EX-31.1 2 b411891ex31-1.txt EXHIBIT 31.1                                      EXHIBIT 31.1  I, Stephan Kuppenheimer, certify that:           1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Merrill Lynch Depositor, Inc., on behalf of PreferredPLUS Trust Series LMG-1;           2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;           3. Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;           4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement; and           5. The reports disclose all significant deficiencies relating to the compliance by the depositor or trustee with the minimum servicing or similar standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling or servicing, or similar, agreement, that is included in these reports.  In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York and its officers and agents.  Date: March 27, 2006                                /s/ Stephan Kuppenheimer                                                     --------------------------                                                       President     EX-99.1 3 b411891_ex99-1.txt EXHIBIT 99.1                                      EXHIBIT 99.1                             [BANK OF NEW YORK LETTERHEAD]                                  BANK OF NEW YORK                                Officer's Certificate                            -----------------------------                                 February 21, 2006    MERRILL LYNCH DEPOSITOR, INC. North Tower, 7th Floor 4 World Financial Center New York, New York 10080                PREFERREDPLUS, PPLUS TRUST AND INDEXPLUS CERTIFICATE  The undersigned, Thomas J. Bogert, the Vice President-Manager of The Bank of New York, a New York corporation (the "Trustee"), hereby certifies in such capacity that, based on his knowledge, the Trustee has complied, in all material respects, with all conditions and covenants applicable to the Trustee under the Standard Terms for Trust Agreements dated February 20, 1998 between Merrill Lynch Depositor, Inc. as depositor (the "Depositor") and the Trustee, as successor to United States Trust Company of New York, as trustee and securities intermediary (the "Securities Intermediary"), in each case as amended by a series supplement between the Depositor, the Trustee and the Securities Intermediary for each series of trust certificates listed in the attached schedule.                                         Very truly yours,                                      BANK OF NEW YORK                                       By: /s/ Thomas J. Bogert                                         ------------------------                                     Name:  Thomas J. Bogert                                     Title: Vice President                                         SCHEDULE  Public STEERS(R) Series 1998 HLT-1 Trust Public STEERS(R) Series 1998 TRV-C1 Trust Public STEERS(R) Series 1999 REN-C1 Trust PreferredPLUS Trust Series CCR-1 PreferredPLUS Trust Series BLS-1 PreferredPLUS Trust Series ATT-1 PreferredPLUS Trust Series NAI-1 PreferredPLUS Trust Series FRD-1 PreferredPLUS Trust Series BLC-1 PreferredPLUS Trust Series LMG-1 PreferredPLUS Trust Series CZN-1 PreferredPLUS Trust Series QWS-1 PreferredPLUS Trust Series CTR-1 PreferredPLUS Trust Series LMG-2 PreferredPLUS Trust Series QWS-2 PreferredPLUS Trust Series ALL-1 PreferredPLUS Trust Series BLC-2 PreferredPLUS Trust Series ELP-1 PreferredPLUS Trust Series MSD-1 PreferredPLUS Trust Series VER-1 PreferredPLUS Trust Series UPC-1 PreferredPLUS Trust Series FAR-1 PreferredPLUS Trust Series GEC-1 PreferredPLUS Trust Series GRC-1 PPLUS Trust Series PMC-1 PPLUS Trust Series VAL-1 PPLUS Trust Series GSG-1 PPLUS Trust Series FMC-1 PPLUS Trust Series GSG-2 PPLUS Trust Series DCC-1 PPLUS Trust Series CSF-1 PPLUS Trust Series SPR-1 PPLUS Trust Series TWC-1 PPLUS Trust Series CMT-1 PPLUS Trust Series GSC-1 PPLUS Trust Series DCNA-1 PPLUS Trust Series GSC-2 PPLUS Trust Series JPM-1 PPLUS Trust Series LMG-3 INDEXPLUS Trust 2003-1                                          2     EX-99.2 4 b411891_ex99-2.txt EXHIBIT 99.2                                      EXHIBIT 99.2              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Merrill Lynch Depositor, Inc.  We have examined management's assertion that Merrill Lynch Depositor, Inc. (the "Company") has complied as of and for the year ended December 31, 2005 with its established minimum servicing standards described in the accompanying Management's Assertion on Compliance with PPLUS Minimum Servicing Standards with respect to PreferredPLUS Trust Series LMG-1, dated March 24, 2006. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. We did not examine The Bank of New York's compliance with those minimum servicing standards that it is responsible for as indicated for "the Bank" in the accompanying minimum servicing standards. The Bank of New York's compliance with those minimum servicing standards was examined by other accountants whose report has been furnished to us, and our opinion, insofar as it relates to The Bank of New York's compliance, is based solely on the report of such other accountants.  Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination and the report of other accountants provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with its minimum servicing standards.  In our opinion, based on our examination and the report of other accountants, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, is fairly stated, in all material respects, based on the criteria set forth in Appendix I.  /s/ Deloitte & Touche LLP  New York, New York March 24, 2006                   Management's Assertion on Compliance with PPLUS Minimum                                Servicing Standards   March 24, 2006  As of and for the year ended December 31, 2005, Merrill Lynch Depositor, Inc. (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards, as set forth in Appendix I, for servicing the securities in each of the Trust Series, as listed on Schedule A hereto, excluding those with respect to the Bank of New York as Trustee, Custodian, Paying Agent and Transfer Agent.    By: /s/ Stephan Kuppenheimer     ------------------------   Stephan Kuppenheimer President Merrill Lynch Depositor, Inc.                                    ***************                                      SCHEDULE A  Public STEERS(R) Series 1998 HLT-1 Trust Public STEERS(R) Series 1998 TRV-C1 Trust Public STEERS(R) Series 1999 REN-C1 Trust PreferredPLUS Trust Series CCR-1 PreferredPLUS Trust Series BLS-1 PreferredPLUS Trust Series NAI-1 PreferredPLUS Trust Series FRD-1 PreferredPLUS Trust Series BLC-1 PreferredPLUS Trust Series LMG-1 PreferredPLUS Trust Series CZN-1 PreferredPLUS Trust Series QWS-1 PreferredPLUS Trust Series CTR-1 PreferredPLUS Trust Series LMG-2 PreferredPLUS Trust Series QWS-2 PreferredPLUS Trust Series ALL-1 PreferredPLUS Trust Series BLC-2 PreferredPLUS Trust Series ELP-1 PreferredPLUS Trust Series MSD-1 PreferredPLUS Trust Series VER-1 PreferredPLUS Trust Series UPC-1 PreferredPLUS Trust Series FAR-1 PreferredPLUS Trust Series GEC-1 PreferredPLUS Trust Series GRC-1 PPLUS Trust Series PMC-1 PPLUS Trust Series VAL-1 PPLUS Trust Series GSG-1 PPLUS Trust Series FMC-1 PPLUS Trust Series GSG-2 PPLUS Trust Series DCC-1 PPLUS Trust Series CSF-1 PPLUS Trust Series SPR-1 PPLUS Trust Series TWC-1 PPLUS Trust Series CMT-1 PPLUS Trust Series GSC-1 PPLUS Trust Series DCNA-1 PPLUS Trust Series GSC-2 PPLUS Trust Series JPM-1 PPLUS Trust Series LMG-3 PPLUS Trust Series GSC-3 INDEXPLUS Trust 2003-1                                       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 High Grade Credit Management ("HGCM") and the Merrill Lynch Credit Derivative Integrated Support Solutions ("ISS"), minimum servicing standards for the PreferredPlus Program ("PPlus"). The Bank of New York ("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     o  The Bank must reconcile all related custodial bank accounts.     o  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     o  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.     o  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.     o  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     o  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.     o  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     o  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     o  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.     o  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     o  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.     o  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.     o  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     o  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.      EX-99.3 5 b411891_ex99-3.txt EXHIBIT 99.3                                      EXHIBIT 99.3              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  We have examined management's assertion, included in the accompanying Report of Management on Compliance, that The Bank of New York (the "Company") complied with the PPLUS Minimum Servicing Standards (attached) as of and for the year ended December 31, 2005 as it relates to PreferredPLUS Trust Series LMG-1. Management is responsible for The Bank of New York's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about The Bank of New York'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 those requirements 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 specified requirements.  In our opinion, management's assertion that The Bank of New York complied with the aforementioned requirements as of and for the year ended December 31, 2005 is fairly stated, in all material respects.   /s/ Ernst & Young LLP  New York, New York February 21, 2006                           REPORT OF MANAGEMENT ON COMPLIANCE   February 21, 2006   We, as members of management of The Bank of New York, (the "Company") are responsible for complying with the requirements of the PPLUS Minimum Servicing Standards as it relates to PreferredPLUS Trust Series LMG-1. We also are responsible for establishing and maintaining effective internal control over compliance with the PPLUS Minimum Servicing Standards. We have performed an evaluation of the Company's compliance with the requirements of PPLUS Minimum Servicing Standards as it relates to PreferredPLUS Trust Series LMG-1 as of December 31, 2005 and for the year ended December 31, 2005. Based on this evaluation, we assert that for the year ended December 31, 2005, the Company complied with the requirements of the PPLUS Minimum Servicing Standards (attached).                                                           /s/ Robert L. Griffin                                                   -----------------------------                                                   Robert L. Griffin                                                   Managing Director                                                      /s/ Thomas J. Bogert                                                   -----------------------------                                                   Thomas J. Bogert                                                   Vice President                                       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 High Grade Credit Management ("HGCM") and the Merrill Lynch Credit Derivative Integrated Support Solutions ("ISS"), minimum servicing standards for the PreferredPlus Program ("PPlus"). The Bank of New York ("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     o  The Bank must reconcile all related custodial bank accounts.     o  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     o  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.     o  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.     o  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     o  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.     o  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.                                         1   4. PARTIAL REDEMPTIONS     o  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     o  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.     o  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     o  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.     o  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.     o  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     o  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.                                         2    -----END PRIVACY-ENHANCED MESSAGE-----