Exhibit 99.1





[Grassi
& Co. Letterhead]





INDEPENDENT ACCOUNTANT’S
REPORT

ON APPLYING AGREED-UPON
PROCEDURES







MS Structured Asset
Corp.

1585 Broadway

New York, NY 10036





With respect
to the Structured Asset Trust Unit Repackagings 2005-3 (“SATURNS Trust 2005-3”), we have performed the procedures listed
below, which were agreed to by MS Structured Asset Corp. (the “Depositor”) solely to assist the Depositor in evaluating
the Trustee’s (U.S. Bank National Association) assertions that the administration of the Trust Property of SATURNS Trust
2005-3 (the “Trust”) was conducted in accordance with the terms of the Trust Agreement relating thereto for the year
ended December 31, 2013. This agreed-upon procedures engagement was performed in accordance with attestation standards established
by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of
the specified user of this report, the Depositor. Consequently, we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been requested or for any other purpose.



Pursuant to
the foregoing, for SATURNS Trust 2005-3, we:



| | 1. | Recalculated the semi-annual interest payment, on the underlying
security as defined in the prospectus.
| | -- | -------------------------------------------------------------------------------------------------------



| | 2. | Verified that interest payments on the underlying security were received
on the scheduled date for payment thereof.
| | -- | -------------------------------------------------------------------------------------------------------------------



| | 3. | Recalculated the semi-annual interest distributions and principal
distributions, if any, on the Class A and Class B units.
| | -- | --------------------------------------------------------------------------------------------------------------------------



| | 4. | Verified that distributions on Class A and Class B units were made
on the scheduled dates for distribution thereof.
| | -- | -------------------------------------------------------------------------------------------------------------------



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| | 5. | Verified Trust property amounts and balances.
| | -- | ---------------------------------------------



| | 6. | Verified that the amounts of any units redeemed, upon receipt of
redemption payments or notices of exercise of warrants, matched amounts of the relevant redemptions and warrant exercise amounts
notified to the Trustee. None Noted.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Verified that the proceeds of redemptions, exercise of warrants and
liquidation of underlying securities following any underlying security default were applied within the time and in the manner provided
in the Trust Agreement. None Noted.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1. Verified that reports on Form 8-K were filed by the Trustee with
the Securities and Exchange Commission on or before the fifteenth day following each payment date for the Class A and Class B units.



We found
one exception that the Form 8-K was filed by the Trustee with the Securities and Exchange Commission after the fifteenth day following
the payment date.



Other than the exception
noted in procedure 8, we found no further exceptions as a result of the procedures performed.



We were not
engaged to, and did not, perform an examination, the objective of which would be the expression of an opinion on the Trustee’s
assertions. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come
to our attention that would have been reported to you.



We are independent
public accountants with respect to the Trustee and the Trust, as defined under the Code of Professional Ethics of the American
Institute of Certified Public Accountants.



This report
is intended solely for the use of the Depositor and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes. However, this report is a matter of public record as a
result of being included as an exhibit to the annual report on Form 10-K prepared by MS Structured Asset Corp. and filed with the
Securities and Exchange Commission on behalf of SATURNS Trust 2005-3, and its distribution is not limited.





/s/ GRASSI &
CO., CPAs, P.C.

GRASSI & CO.,
CPAs, P.C.



New York, New York

March 17, 2014

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