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

 

**Exhibit34.1**
 

**Reportof Independent Registered Public Accounting Firm**

 

TheBoard of Directors

TheBank of New York Mellon

BNYMellon Trust of Delaware

TheBank of New York Mellon Trust Company, N.A.:

 

Wehave examined The Bank of New York Mellon’s (formerly The Bank of New York), BNY Mellon Trust of Delaware’s (formerlyBNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A.’s (formerly The Bank of New York Trust Company, N.A.),(collectively, the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB (Servicing Criteria) for the publicly-issued (i.e., transaction-level reporting initially required under the Securitiesand Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issuedprior to 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 extentapplicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backedsecurities (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) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respectto the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2019.  With respect to ServicingCriterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term isdefined 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 originalfilings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfectthe Trustee’s security interest in or lien on the Underlying Securities (as such term is defined in the related transactionagreements).  As of and for the twelve months ended December 31, 2019 the Company was not instructed by any Trustors to performsuch activities.  Absent the receipt of instruction from a Trustor to perform such activities, the Company’s responsibilityfor Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investmentof trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuationsto perfect the security interest unless instructed to do so by other parties in the transaction agreement.  Management isresponsible for the Company’s compliance with the Servicing Criteria.  Our responsibility is to express an opinionon the Company’s compliance with the Servicing Criteria based on our examination.

 

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

 

 

Asdescribed in the Company’s *Assessment of Compliance with Applicable Servicing Criteria*, for Servicing Criterion1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this Servicing Criterion. The Company hasdetermined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Companyhas elected to take responsibility for assessing compliance with the Servicing Criterion applicable to this vendor as permittedby 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 reasonableassurance 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 andrelated Servicing Criterion as described in its assertion, and we performed no procedures with respect to the Company’seligibility to apply C&DI 200.06.

 

Ourexamination disclosed the following material noncompliance with Servicing Criterion 1122(d)(3)(i)(A), as applicable to the Companyduring the twelve months ended December 31, 2019. Certain reports to investors were not prepared in accordance with the timeframesset forth in the transaction agreements.

 

Inour opinion, except for the material noncompliance described above, the Company complied, in all material respects, with the aforementionedServicing Criteria, including Servicing Criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 asdescribed above as of and for the twelve months ended December 31, 2019.

 

Wedo not express an opinion or any form of assurance on the statements in Management’s Discussion of Material Instances ofNoncompliance by the Company as set forth in Schedule B to the Company’s *Assessment of Compliance with Applicable ServicingCriteria*.

 

./s/KPMG LLP

 

Chicago,Illinois 

February28, 2020