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.
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.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.
Item 6. Selected Financial Data.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Item 9.
Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Item 9B.
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.
Item 10. Directors and Executive Officers of the Registrant.
Item 11.
Item 11. Executive Compensation.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Item 14.
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.
In accordance with the Instruction to Item 1119, affiliations and certain relationships and related transactions are described below in response to this item.
Wachovia Bank, National Association ("Wachovia Bank") is the "Swap Counterparty" with respect to its obligations under the ISDA Master Agreement including the Schedule thereto and a confirmation thereunder, by and among the Swap Counterparty and the issuing entity, dated as of March 31, 2006. Wachovia Bank is the "IRFC Counterparty" with respect to its obligations under the Interest Rate Forward Contracts, by and among the IRFC Counterparty and the issuing entity, each of the thirteen contracts occurring monthly from April 2006 until and including April 2007. Wachovia Bank is an affiliate of Synthetic Fixed-Income Securities, Inc., the sponsor of the issuing entity and the depositor of the issuing entity and Wachovia Capital Markets, LLC, who acted as an underwriter of the Certificates issued by the issuing entity.
The Trustee is unaffiliated with, but may have normal banking relationships with, the sponsor, the depositor and their respective affiliates.
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, 2007 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. The report on assessment and related attestation report have identified material instances of noncompliance with the servicing criteria set forth in Item 1122(d)(2)(i) of Regulation AB, as described in each such report.
While Regulation AB does not contemplate identifying noncompliance on an individual transaction basis, the Trustee has verbally confirmed to the depositor that no instances of noncompliance with Regulation AB were discovered with respect to the STRATS trusts that were part of the statistical sample used in preparing the Trustee's report. The Trustee has informed the depositor that the Trustee cannot provide any assurances that had an analysis been done of each and every transaction included in the platform (including all STRATS trusts forming part of the platform), that additional instances of noncompliance would not have been discovered. However, the Trustee has informed the depositor that it has no reason, based on the sampling and analysis done, to believe that there are any instances of noncompliance with those STRATS trusts that were not part of the sampling procedures.
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.
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, 2007.
34.1 Independent Accountants' Attestation Report concerning servicing activities of The Bank of New York for the year ended December 31, 2007.
35.1 Compliance Statement of The Bank of New York for the year ended December 31, 2007.
(c) Omitted.
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 28, 2008 By: /s/ James Whang -------------------------------------- James Whang Director (senior officer of depositor in charge of securitization)
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, 2007.
34.1 Independent Accountants' Attestation Report concerning servicing activities of The Bank of New York for the year ended December 31, 2007.
35.1 Servicer Compliance Statement of The Bank of New York for the year ended December 31, 2007.