STRATS Trust For Allstate Corporation Securities, Series 2006-3 10-K

Exhibit
34.1



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Report
of Independent Registered Public Accounting Firm



The
Board of Directors



The
Bank of New York Mellon



BNY
Mellon Trust of Delaware



The
Bank of New York Mellon Trust Company, N.A.:



We
have examined management’s assertion, included in the accompanying Management’s Assessment of Compliance with Applicable
Servicing Criteria that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM
(Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively,
the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission’s Regulation AB (the Servicing Criteria) for the publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 that are
subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides
trustee, securities administration, paying agent, or custodial services, as defined and to the extent applicable in the transaction
agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the
“Platform”), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii),
1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the
activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31,
2022. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform
the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is defined in the
related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the
effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in
any jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Securities (as such term is defined
in the related transaction agreements). Management’s Assessment of Compliance with Applicable Servicing Criteria indicates
that as of and for the twelve months ended December 31, 2022, the Company was not instructed by any Trustors to perform such
activities. Absent the receipt of instruction from a Trustor to perform such activities, the Company’s responsibility for
Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of
trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations to
perfect the security interest unless instructed to do so by other parties in the transaction agreement. With respect to servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months
ended December 31, 2022 with respect to the Platform, because there were no occurrences of events that would require the
Company to perform such activities. Appendix A to Management’s Assessment of Compliance with Applicable Servicing Criteria
identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is
responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on
management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.



Our
examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and
in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable
assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing
Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to
the Platform, and determining whether the Company processed those selected transactions and performed those selected activities
in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing
activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether
errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated
or reported by the Company during the period covered by this report for the selected transactions or any other transactions. 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 Servicing Criteria.



We are required to be independent and to meet our other ethical
responsibilities in accordance with relevant ethical requirements relating to the examination engagement.





























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As
described in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, for Servicing
Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this Servicing Criterion. The
Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and
the Company has elected to take responsibility for assessing compliance with the Servicing Criterion applicable to this vendor as
permitted by the SEC’s Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers(C&DI
200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendor’s activities comply in all material respects with the Servicing Criterion applicable to
the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the
vendor and related Servicing Criterion as described in its assertion, and we performed no procedures with respect to the
Company’s eligibility to apply C&DI 200.06.



In
our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicing
criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve
months ended December 31, 2022 is fairly stated, in all material respects.



/s/KPMG
LLP



Chicago,
Illinois
February 28, 2023





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