****

STRATS Trust For Goldman Sachs Group Securities, Series 2006-2 - 10-K

**Exhibit34.1**

 

Reportof Independent Registered Public Accounting Firm

 

TheBoard of Directors 

TheBank of New York Mellon 

BNYMellon Trust of Delaware 

TheBank of New York Mellon Trust Company, N.A.:

 

Wehave examined The Bank of New York Mellon’s (formerly The Bank of New York), BNY Mellon Trust of Delaware’s (formerlyBNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A.’s (formerly The Bank of New York Trust Company, N.A.),(collectively, the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and ExchangeAct of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior toJanuary 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 extentapplicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backedsecurities (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), whichthe 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, 2017. 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, 2017 with respect to the Platform,because there were no occurrences of events that would require the Company to perform such activities. Management is responsiblefor the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on the Company’scompliance with the Servicing Criteria based on our examination.

 

Ourexamination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) andin 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 and performingsuch other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backedtransactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determiningwhether the Company processed those selected transactions and performed those selected activities in compliance with the ServicingCriteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Companyduring the period covered by this report. Our procedures were not designed to determine whether errors may have occurred eitherprior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company duringthe period covered by this report for the selected transactions or any other transactions. We believe that our examination providesa reasonable basis for our qualified opinion. Our examination does not provide a legal determination on the Company’s compliancewith the Servicing Criteria.

 

 

 

 

Asdescribed 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 thatthis vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has electedto 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 permittedby C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurancethat the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. TheCompany is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and relatedservicing criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibilityto apply C&DI 200.06.

 

Ourexamination disclosed the following material noncompliance with servicing criterion 1122(d)(3)(i)(A), as applicable to the Companyduring the twelve months ended December 31, 2017. Certain reports to investors were not prepared in accordance with the timeframesset forth in the transaction agreements.

 

Inour opinion, except for the material noncompliance described above, the Company complied, in all material respects, with the aforementionedServicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 asdescribed above, as of and for the twelve months ended December 31, 2017.

 

Wedo not express an opinion or any form of assurance on the statements in Management’s Discussion of Material Instances ofNoncompliance by the Company as set forth in Schedule B to the Company’s Assessment of Compliance with Applicable ServicingCriteria.

 

/s/KPMG LLP

 

Chicago,Illinois 

March1, 2018