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 management’s assertion, included in the accompanying Management’s Assessment of Compliance with ApplicableServicing 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’sRegulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and ExchangeAct of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior toJanuary 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 theextent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-relatedasset-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 notapplicable to the activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve monthsended December 31, 2021. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactionsin the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such termis defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessaryto maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Codeas in effect in any jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Securities (assuch term is defined in the related transaction agreements). As of and for the twelve months ended December 31, 2021, the Companywas not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform suchactivities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard tothe manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any dutiesas to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other partiesin the transaction agreement. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined thatthere were no activities performed during the twelve months ended December 31, 2021 with respect to the Platform, becausethere were no occurrences of events that would require the Company to perform such activities. Appendix A to Management’sAssessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactions and securitiesdefined by management as constituting the Platform. Management is responsible for the Company’s compliance with the ServicingCriteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance withthe 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 opinion. Our examination does not provide a legal determinationon the Company’s compliance with the Servicing Criteria.

 

 

 

Asdescribed in 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 thatthis vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has electedto 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 permittedby C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurancethat the vendor’s activities comply in all material respects with the Servicing Criterion applicable to the vendor. TheCompany is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and relatedServicing Criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibilityto apply C&DI 200.06.

 

Inour opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicingcriterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelvemonths ended December 31, 2021 is fairly stated, in all material respects.

 

/s/KPMGLLP

 

Chicago,Illinois