-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F6JLcSvkX4IstlUH3gENZ/EIi8qomqnZk5rOBrvrWnugdaGE5E/vNIGt2K9tuMVr uJZudDzcP4BplxN1/OILyQ== 0000905148-07-002928.txt : 20070329 0000905148-07-002928.hdr.sgml : 20070329 20070329164414 ACCESSION NUMBER: 0000905148-07-002928 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATS(SM) Trust for Goldman Sachs Group Securities, Series 2006-2 CENTRAL INDEX KEY: 0001356284 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32848 FILM NUMBER: 07728101 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288 BUSINESS PHONE: 7047152337 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28288 10-K 1 efc7-1060_6067296fm10k.txt ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-K --------------------- |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number of issuing entity: 1-32848 STRATS(SM) TRUST FOR GOLDMAN SACHS SECURITIES, SERIES 2006-2 (Exact name of issuing entity as specified in its charter) SYNTHETIC FIXED-INCOME SECURITIES, INC. (Exact name of depositor and sponsor as specified in its charter) New York (State of incorporation or organization 52-2316399 of the issuing entity) (IRS Employer Identification No.) One Wachovia Center 301 S. College Street Charlotte, North Carolina (Address of principal 28288 (704) 374-6611 executive offices) (Zip Code) (Telephone Number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Class Name of Registered Exchange - -------------- --------------------------- STRATS (SM) Certificates, New York Stock Exchange ("NYSE") Series 2006-2 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |_| Yes |X| No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |_| Yes |X| No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and, (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None. ============================================================================== 2 PART I The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 1. Business. Item IA. Risk Factors. Item 2. Properties. Item 3. Legal Proceedings. Item 4. Submission of Matters to a Vote of Security Holders. Item 1B. Unresolved Staff Comments None. PART II The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6. Selected Financial Data. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data. Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures. Item 9B. Other Information. None. PART III The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 10. Directors and Executive Officers of the Registrant. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 3 Item 13. Certain Relationships and Related Transactions. Item 14. Principal Accountant Fees and Services. Substitute information provided in accordance with General Instruction J to Form 10-K: Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). The Goldman Sachs Group Inc., the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). For information on The Goldman Sachs Group Inc. please see its periodic and current reports filed with the Securities and Exchange Commission (the "Commission") under its Exchange Act file number, 001-14965. The Commission maintains a site on the World Wide Web at "http://www.sec.gov" at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or "EDGAR." Periodic and current reports and other information required to be filed pursuant to the Exchange Act by The Goldman Sachs Group, Inc. may be accessed on this site. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither Synthetic Fixed-Income Securities, Inc. nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities themselves have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above. Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information). None. Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information). None. Item 1117 of Regulation AB. Legal Proceedings. There are no legal proceedings pending, or any proceedings known to be contemplated, by governmental authorities against the depositor, the Trustee or the issuing entity, or any property thereof, that is material to the holders of the Certificates. Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. Omitted in accordance with the Instruction to Item 1119. See the information in the prospectus for the issuing entity filed under Rule 424(b) of the Securities Act of 1933. Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The Trustee has been identified as a party participating in the servicing function during the reporting period with respect to the pool assets held by the issuing entity. The Trustee's report on an assessment of compliance with the servicing criteria applicable to it during the Issuing Entity's fiscal year ending December 31, 2006 and an attestation report by a registered independent public accounting firm regarding the Trustee's related report on assessment are attached as exhibits to this Form 10-K. Neither 4 the report on assessment or the related attestation report has identified any material instances of noncompliance with the servicing criteria described in the report on assessment as being applicable to the Trustee. Item 1123 of Regulation AB. Servicer Compliance Statement. The Trustee has provided a compliance statement, signed by an authorized officer, attached as an exhibit to this Form 10-K. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) List of Documents Filed as Part of this Report (1) Not Applicable. (2) Not Applicable. (3) See Item 15 (b), below. (b) Exhibits Required by Item 601 of Regulation S-K. 4.1 Series Supplement, dated as of March 31, 2006 (incorporated by reference to Exhibit 4.1 of the Issuing Entity's Current Report on Form 8-K filed on April 13, 2006). 31.1 Rule 13a-18/15d-18 Certification (Section 302 Certification). 33.1 Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York for the year ended December 31, 2006. 34.1 Independent Accountants' Attestation Report concerning servicing activities of The Bank of New York for the year ended December 31, 2006. 35.1 Compliance Statement of The Bank of New York for the year ended December 31, 2006. (c) Omitted. 5 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Synthetic Fixed-Income Securities, Inc. (Depositor) Dated: March 29, 2007 By: /s/ James Whang -------------------------------------- James Whang Director (senior officer of depositor in charge of securitization) 6 EXHIBIT INDEX EXHIBIT DESCRIPTION 4.1 Series Supplement, dated March 31, 2006 (incorporated by reference to Exhibit 4.1 to the Issuing Entity's Current Report on Form 8-K filed on April 13, 2006). 31.1 Rule 13a-18/15d-18 Certification (Section 302 Certification). 33.1 Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York for the year ended December 31, 2006. 34.1 Independent Accountants' Attestation Report concerning servicing activities of The Bank of New York for the year ended December 31, 2006. 35.1 Servicer Compliance Statement of The Bank of New York for the year ended December 31, 2006. 7 EX-31.1 2 efc7-1060_6067296ex311.txt Exhibit 31.1 CERTIFICATION I, James Whang, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of STRATS(SM) Trust For Goldman Sachs Securities, Series 2006-2 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: The Bank of New York, as Trustee. Dated: March 29, 2007 By: /s/ James Whang -------------------------------------- James Whang Director EX-33.1 3 efc7-1060_6067296ex331.txt Exhibit 33.1 ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA The Bank of New York, The Bank of New York Trust Company, N. A. and The Bank of New York (Delaware) (collectively, the "Company") provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the following servicing criteria are applicable in regards to the following servicing platform for the following period: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities 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) for which the Company provides trustee, securities administration, or paying agent services, other than residential mortgage-backed securities and other mortgage-related asset-backed securities. The platform includes like-kind transactions for which the Company provided trustee, securities administrator, or paying agent services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions. Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except for the following criteria: 1122 (d) (1) (ii), (iii), (iv), (2) (iii), (vi), (4) (vi), (vii), (viii), (x), (xi), (xii), (xiii) and (xiv). Period: Twelve months ended December 31, 2006. With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: o The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. o The Company has assessed compliance with the Applicable Servicing Criteria. o As of December 31, 2006 and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance. The Bank of New York The Bank of New York The Bank of New York Trust The Bank of New York Trust Company, N.A. Company, NA The Bank of New York (Delaware) /s/ Robert L. Griffin /s/ Patrick S. Tadie ------------------------------ -------------------- Robert L. Griffin Patrick S. Tadie Authorized Signer Authorized Signer March 1, 2007 EX-34.1 4 efc7-1060_6067296ex341.txt Exhibit 34.1 [LOGO OMITTED |X| Ernst & Young LLP |X| Phone: (212) 773-3100 ERNST & YOUNG 5 Times Square www.ey.com New York, New York 10036-6530 Report of Independent Registered Public Accounting Firm Board of Directors The Bank of New York We have examined management's assertion, included in the accompanying Management's Report on Assertion of Compliance with Applicable Servicing Criteria that The Bank of New York, The Bank of New York Trust Company, N.A., and The Bank of New York (Delaware), (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) for which the Company provides trustee, securities administration or paying agent services, other than residential mortgage backed securities and other mortgage-related asset-backed securities (the "Platform") as of and for the year ended December 31, 2006 except for criteria 1122 (d)(1)(ii)-(iv), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(4)(vi)-(viii) and 1122 (d)(4)(x)-(xiv), which the Company has determined are not applicable to the activities performed by them with respect to the servicing Platform covered by this report. The Platform includes like-kind transactions for which the Company provided trustee, securities administration, or paying agent services as a result of the Company's acquisition as of October 1, 2006 of portions of JPMorgan Chase Bank, N.A.'s corporate trust business, including structured finance agency and trust transactions. Management is responsible for the Company's compliance with those 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 attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual transactions and securities that comprise the platform, testing of less than all of the 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 and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). 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. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as applicable, as of and for the year ended December 31, 2006 for the Platform, is fairly stated, in all material respects. Ernst & Young LLP March 1, 2007 2 EX-35.1 5 efc7-1060_6067296ex351.txt Exhibit 35.1 Statement of Compliance of The Bank of New York. I, David Ayerdis, Vice President - The Bank of New York, a New York corporation (the "Trustee"), state: A review of the Trustee's activities for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period") and of the Trustee's performance under each Trust Agreement, delivered with respect to the trusts listed on the attached schedule has been made under my supervision, and to the best of my knowledge based on such review, the Trustee fulfilled all of its obligations under each Trust Agreement in all material respects throughout the Reporting Period for each of the trusts listed in the attached schedule. Date: March 28, 2007 /s/ David Ayerdis -------------------- Vice President The Bank of New York Schedule Trust Trust Agreement - ----- --------------- STRATS(SM) Trust for Proctor STRATSSM Series Supplement 2006-1, dated as & Gamble Securities, Series of February 28, 2006, between Synthetic 2006-1 Fixed-Income Securities, Inc., as Trustor and Depositor, and The Bank of New York, as Trustee and Securities Intermediary, supplementing the Trust Agreement, dated as of February 28, 2006, between such parties. STRATS(SM) Trust for Goldman STRATSSM Series Supplement 2006-2, dated as Sachs Securities, Series of March 31, 2006, between Synthetic 2006-2 Fixed-Income Securities, Inc. ., as Trustor and Depositor, and The Bank of New York, as Trustee and Securities Intermediary, supplementing the Trust Agreement, dated as of February 28, 2006, between such parties. STRATS(SM) Trust for Allstate STRATSSM Series Supplement 2006-3, dated as Corporation Securities, Series of April 28, 2006, between Synthetic 2006-3 Fixed-Income Securities, Inc. ., as Trustor and Depositor, and The Bank of New York, as Trustee and Securities Intermediary, supplementing the Trust Agreement, dated as of February 28, 2006, between such parties. -----END PRIVACY-ENHANCED MESSAGE-----