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

Exhibit 34.1

[Letterhead of KPMG LLP]



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 assessment, 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 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,
as of and for the twelve months ended December 31, 2016. 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, 2016 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
assessment about the Company’s compliance 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 and, accordingly,
included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above
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 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 criterion as described in its assessment, and we performed no procedures with respect to the Company’s
eligibility to apply C&DI 200.06



In
our opinion, management’s assessment 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, 2016 is fairly stated, in all material respects.





|                  | /s/ KPMG LLP
|----------------- | ------------
|                  |             
|Chicago, Illinois |             
|February 28, 2017 |