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



Exhibit
33.1









ASSESSMENT
OF COMPLIANCE WITH

APPLICABLE
SERVICING CRITERIA



Management
of 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”)
is responsible for assessing the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation
AB promulgated by the Securities and Exchange Commission. The Company’s management has determined that the servicing criteria
are applicable in regard to the servicing platform as of and for the period as follows:



Platform:
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 and like-kind transactions issued prior 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 extent applicable in the transaction agreements, other
than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”).



Period:
The twelve months ended December 31, 2018 (the “Period”).



Applicable
Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements
as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached
hereto.



With
respect to servicing criterion 1122(d)(2)(vi) the Company’s management has engaged a vendor to perform the activities required
by the servicing criterion. The Company’s management has determined that this vendor is not considered a “servicer”
as defined in Item 1101(j) of Regulation AB, and the Company’s management 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 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). The Company’s management 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’s management is solely responsible for determining that
it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion.













With
respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the
Applicable Servicing Criteria:



1.
The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.



2.
The Company’s management has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion
for which compliance is determined based on C&DI 200.06 as described above as of and for the Period. In making this assessment,
management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.



3.
With respect to servicing criterion 1122(d)(4)(iii), there were no activities performed during the Period with respect to the
Platform, because there were no occurrences of events that would require the Company to perform such activities.



4.
Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing
Criteria.



KPMG
LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company’s assessment
of compliance with the Applicable Servicing Criteria as of and for the Period.



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|The Bank of New York Mellon       |  | BNY Mellon Trust of Delaware
|--------------------------------- |  | ----------------------------
|                                  |  |                             
|/s/ Alphonse Briand Jr.           |  | /s/ Robert L. Griffin       
|Alphonse Briand Jr.               |  | Robert L. Griffin           
|Authorized Signatory              |  | Authorized Signatory        
|                                  |  |                             
|                                  |  |                             
|The Bank of New York Mellon Trust |  |                             
|Company, N.A.                     |  |                             
|                                  |  |                             
|/s/ Antonio Portuondo             |  |                             
|Antonio I. Portuondo              |  |                             
|Authorized Signatory              |  |                             



|Dated: | February 28, 2019
|------ | -----------------



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APPENDIX
1



|REG
    AB 
REFERENCE                  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                    | APPLICABLE
    TO PLATFORM | NOT
    APPLICABLE TO PLATFORM
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------
|Performed
    Directly 
by the Company | Performed
    by Vendor(s) for which the Company is the Responsible Party                                                                                                                                                                                                
|                                       | General
    servicing considerations                                                                                                                                                                                                                                      |                            |                               
|1122(d)(1)(i)                          | Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.                                                                                                          | X                          |                               
|1122(d)(1)(ii)                         | If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.                                                              | X                          |                               
|1122(d)(1)(iii)                        | Any
    requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                     |                            |                               
|1122(d)(1)(iv)                         | A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. |                            |                               
|1122(d)(1)(v)                          | Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.                                                                                                                               |                            |                               
|                                       |                                                                                                                                                                                                                                                                           |                            |                               
|                                       | Cash
    collection and administration                                                                                                                                                                                                                                    |                            |                               
|1122(d)(2)(i)                          | Payments
    on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days of receipt, or such other number of days specified in the transaction agreements.                            | X                          |                               
|1122(d)(2)(ii)                         | Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.                                                                                                                                                 | X                          |                               
|1122(d)(2)(iii)                        | Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.                                         |                            |                               
|1122(d)(2)(iv)                         | The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.            | X                          |                               





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|REG
    AB 
REFERENCE                  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | APPLICABLE
    TO PLATFORM | NOT
    APPLICABLE TO PLATFORM
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------
|Performed
    Directly 
by the Company | Performed
    by Vendor(s) for which the Company is the Responsible Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1122(d)(2)(v)                          | Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter.                                                                                                                                                                                                                                                                                                                                                     | X                          |                               
|1122(d)(2)(vi)                         | Unissued
    checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                            | X                             
|1122(d)(2)(vii)                        | Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements. | X                          |                               
|                                       | Investor
    remittances and reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                            |                               
|1122(d)(3)(i)                          | Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced
    by the servicer.                                                      | X                          |                               
|1122(d)(3)(ii)                         | Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X                          |                               
|1122(d)(3)(iii)                        | Disbursements
    made to an investor are posted within two business days to the servicer’s investor records, or such other number of
    days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X                          |                               
|1122(d)(3)(iv)                         | Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | X                          |                               





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|REG
    AB 
REFERENCE                  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | APPLICABLE
    TO PLATFORM | NOT
    APPLICABLE TO PLATFORM
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------
|Performed
    Directly 
by the Company | Performed
    by Vendor(s) for which the Company is the Responsible Party                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | Pool
    asset administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                            |                               
|1122(d)(4)(i)                          | Collateral
    or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                             | X                          |                               
|1122(d)(4)(ii)                         | Pool
    asset and related documents are safeguarded as required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                 | X                          |                               
|1122(d)(4)(iii)                        | Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                            | X                          |                               
|1122(d)(4)(iv)                         | Payments
    on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable
    servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with
    the related pool asset documents.                                                                                        | X                          |                               
|1122(d)(4)(v)                          | The
    servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s
    unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                              | X                          |                               
|1122(d)(4)(vi)                         | Changes
    with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                |                            |                               
|1122(d)(4)(vii)                        | Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.                                                                                                                                                                                                             |                            |                               
|1122(d)(4)(viii)                       | Records
    documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |                            |                               
|1122(d)(4)(ix)                         | Adjustments
    to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                               | X                          |                               





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|REG
    AB 
REFERENCE                  | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | APPLICABLE
    TO PLATFORM | NOT
    APPLICABLE TO PLATFORM
|-------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------
|Performed
    Directly 
by the Company | Performed
    by Vendor(s) for which the Company is the Responsible Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1122(d)(4)(x)                          | Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s
    pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest
    on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C)
    Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other
    number of days specified in the transaction agreements. |                            |                               
|1122(d)(4)(xi)                         | Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.                                                                                                                                                                                              |                            |                               
|1122(d)(4)(xii)                        | Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                              |                            |                               
|1122(d)(4)(xiii)                       | Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                        |                            |                               
|1122(d)(4)(xiv)                        | Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                            |                               
|1122(d)(4)(xv)                         | Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained
    as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                               | X                          |                               



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