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

**Exhibit 34.1**

 

Report of Independent Registered PublicAccounting 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 The Bank of New York Mellon’s (formerlyThe Bank of New York), BNY Mellon Trust of Delaware’s (formerly BNYM (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 criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-levelreporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or afterJanuary 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactionssubject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agentor custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backedsecurities 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)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 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, 2017. With respect to applicable servicingcriterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31,2017 with respect to the Platform, 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 the Servicing Criteria. Our responsibility is to express an opinionon the Company’s compliance with the Servicing Criteria based on our examination.

 

Our examination was conducted in accordance with the standardsof the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’scompliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Ourexamination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicingactivities related to the Platform, and determining whether the Company processed those selected transactions and performed thoseselected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactionsand servicing activities performed by the Company during the period covered by this report. Our procedures were not designed todetermine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amountscalculated 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 qualified opinion. Our examination does not provide a legaldetermination on the Company’s compliance with the Servicing Criteria.

 

 

 

 

As described in the Company’s Assessment of Compliancewith Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activitiesrequired by this servicing criterion. The Company has determined that this vendor is not considered a “servicer” asdefined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with theservicing 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 haspolicies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all materialrespects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meetsthe SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion as described in its assertion, andwe performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

Our examination disclosed the following material noncompliancewith servicing criterion 1122(d)(3)(i)(A), as applicable to the Company during the twelve months ended December 31, 2017. Certainreports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements.

 

In our opinion, except for the material noncompliance describedabove, the Company complied, in all material respects, with the aforementioned Servicing Criteria, including servicing criterion1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve monthsended December 31, 2017.

 

We do not express an opinion or any form of assurance on thestatements in Management’s Discussion of Material Instances of Noncompliance by the Company as set forth in Schedule B tothe Company’s Assessment of Compliance with Applicable Servicing Criteria.

 

 

Chicago, Illinois

March 1, 2018