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 DirectorsThe Bank of New York MellonBNY Mellon Trust of DelawareThe 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, 2023. 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,
2023, 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, 2023 with respect to the Platform, because
there were no occurrences of events that would require the Company to perform such activities. Our responsibility is to express
an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.



| | KPMG LLP, a Delaware limited liability partnership and a member firm of
                           the KPMG global organization of independent member firms affiliated with
                           KPMG International Limited, a private English company limited by guarantee.
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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.



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, 2023 is fairly stated, in all material respects.



|                  | /s/ KPMG LLP
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|Chicago, Illinois |             
|February 29, 2024 |             





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