STRATS Trust For Procter & Gamble Securities, Series 2006-1 10-K

**Exhibit 34.1**

 

Report of Independent Registered PublicAccounting 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 theaccompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerlyThe 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 criteriaset forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-levelreporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or afterJanuary 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactionssubject 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-backedsecurities 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 theCompany 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, 2021. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determinedthat for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may directthe Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identifiedby the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessaryunder the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lienon the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months endedDecember 31, 2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instructionfrom a Trustor to perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platformis solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Companydoes not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructedto do so by other parties in the transaction agreement. With respect to applicable servicing criterion 1122(d)(4)(iii), the Companyhas determined that there were no activities performed during the twelve months ended December 31, 2021 with respect to thePlatform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A toManagement’s Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactionsand securities defined by management as constituting the Platform. Management is responsible for the Company’s compliancewith the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’scompliance with the Servicing Criteria based on our examination.

 

 

 

 

Our examination was conducted in accordance with the standardsof the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprisethe Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed thoseselected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedureswere 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 thatmay have affected the balances or amounts calculated or reported by the Company during the period covered by this report for theselected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.

 

As described in Management’s Assessment of Compliancewith Applicable Servicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activitiesrequired by this Servicing Criterion. The Company has determined that this vendor is not considered a “servicer” asdefined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with theServicing 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 haspolicies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all materialrespects with the Servicing Criterion applicable to the vendor. The Company is solely responsible for determining that it meetsthe SEC requirements to apply C&DI 200.06 for the vendor and related Servicing Criterion as described in its assertion, andwe performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’s assertion that the Companycomplied with the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determinedbased on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2021 is fairly stated, in all materialrespects.

 

 

Chicago, Illinois