STRATS Trust For Goldman Sachs Group Securities, Series 2006-2 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