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



Exhibit 34.1



Report
of Independent Registered Public Accounting 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 management’s assertion, included in the accompanying 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 for
the publicly-issued (i.e., transaction-level reporting initially required under the Securities and 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),
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 respect to the Platform (the Servicing Criteria), as
of and for the twelve months ended December 31, 2018. With respect to applicable servicing criterion 1122(d)(4)(iii), the
Company has determined that there were no activities performed during the twelve months ended December 31, 2018 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 opinion on
management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.



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.













As
described in the Company’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, 2018 is fairly stated, in all material respects.



/s/
KPMG LLP



Chicago,
Illinois
February 28, 2019



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