EXHIBIT 99.3
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 SPR-1 transaction as of and
for the year ended December 31, 2011. 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, 2011 with respect to the PPLUS
Trust Series SPR-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 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 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 Bank of New York Mellon has complied with the aforementioned PPLUS Minimum Servicing
Standards as of and for the year ended December 31, 2011 is fairly stated,
in all material respects.
/s/ KPMG
Chicago, Illinois
February 24, 2012
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 SPR-1 transaction. With respect to servicing
standard 4, 5, 6 and 7, there were no activities performed during the year
ended December 31, 2011 with respect to the PPLUS Trust Series SPR-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 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 SPR-1 as of and for the year ended December
31, 2011. Based on this evaluation, the Company asserts that as of and for
the year ended December 31, 2011, it has complied with the requirements of
the PPLUS Minimum Servicing Standards (attached).
/s/ Robert L. Griffin
The Bank of New York Mellon
Robert L. Griffin
Managing Director
February 24, 2012
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 Mellon (“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
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CUSTODIAL BANK ACCOUNT RECONCILIATIONS |
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The Bank must reconcile all related custodial bank accounts. |
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The Bank will include the Distribution report as Exhibit 99.1 in the Form
8-Ks filed with the SEC. |
2. |
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VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS |
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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. |
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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. |
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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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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. |
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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. |