**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

 

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**FORM 10-K**

 

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| ☒    | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019**                                                                               |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |
| ** ** | ** **                                                                                                                                                                                                         |
| ** ** | **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:  001-32867Central Index Key Number of issuing entity:  **0001357660****

 

**STRATS TRUST FOR ALLSTATE CORPORATION**

**SECURITIES, SERIES 2006-3(Exact name of issuing entity as specified in its charter)**

 

**Commission File Number of depositor and sponsor:   001-31818Central Index Key Number of depositor and sponsor:  **0001140396****

 

**SYNTHETIC FIXED-INCOME SECURITIES, INC.(Exact name of depositor and sponsor as specified in its charter)**

 

| New York(State of incorporation or organizationof the issuing entity) | 26-6115117(IRS Employer Identification No.) |
|-----------------------------------------------------------------------|---------------------------------------------|

 

| One Wells Fargo Center301 S. College StreetCharlotte, North Carolina(Address of principal executive offices) | 28288(Zip Code) | (212) 214-6277(Telephone Number) |
|--------------------------------------------------------------------------------------------------------------|-----------------|----------------------------------|

 

**SECURITIES REGISTERED PURSUANTTO SECTION 12(b) OF THE ACT:**

 

| Title of Class                           | Name of  Registered Exchange                  |
|------------------------------------------|----------------------------------------------------|
| STRATS  Certificates, Series 2006-3 | New York  Stock Exchange (“NYSE”) |

 

**SECURITIES REGISTERED PURSUANTTO 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 ☒  No

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐Yes ☒  No

 

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct 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.

☒Yes ☐ No

 

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).

☒Yes ☐ No

 

  

|   | Largeaccelerated filer ☐ |   | Acceleratedfiler ☐         |
|--------|--------------------------------|--------|----------------------------------|
|   | Non-acceleratedfiler ☒   |   | SmallerReporting Company ☐ |
|   |                           |   | Emerginggrowth Company ☐   |

 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐Yes  ☒ No

 

Statethe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the priceat which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter.

 

Notapplicable.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Listhereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and, (3) Anyprospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

None.

 

 

 

**PART I**

 

**The following Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 1.  Business.

 

Item 1A.  Risk Factors.

 

Item 2.  Properties.

 

Item 3.  Legal Proceedings.

 

**Item 1B.  Unresolved Staff Comments.**

 

Not Applicable.****

 

**Item 4.  Mine Safety Disclosures.**

 

Not Applicable.

 

**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, Executive Officers and Corporate Governance.

 

Item 11.  Executive Compensation.

 

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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

 

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 Allstate Corporation, 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 Allstate Corporation please see its periodic and current reports filed with the Securities and Exchange Commission (the “Commission”) under its Exchange Act file number, 001-11840.  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 Allstate Corporation 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.

 

Wells Fargo Bank, National Association (“Wells Fargo Bank”), as successor to Wachovia Bank, National Association, 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 April 28, 2006.  Wells Fargo Bank is an affiliate of Synthetic Fixed-Income Securities, Inc., the sponsor of the issuing entity and the depositor of the issuing entity and Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), who acted as an underwriter of the Certificates issued by the issuing entity.

 

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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, 2019 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. 

 

Except as disclosed below, neither the report on assessment nor the related attestation report has identified any additional material instances of noncompliance with the servicing criteria described in the report on assessment as being applicable to the Trustee. With respect to the exception identified below, the Trustee has identified one instance of noncompliance related to STRATS Trust For Allstate Corporation Securities, Series 2006-3.

 

*****Exception:*****

 

The Trustee’s report on assessment and the related attestation report have identified material noncompliance with one servicing criterion applicable to the Trustee:

 

|   | ● | Servicing criterion 1122(d)(3)(i)(A) contemplates that reports to investors, including those to be filed with the Commission, are maintained in accordance with timeframes and other terms set forth in the transaction agreements. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Noncompliance:  During the period, certain reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements.

 

Remediation: 

 

|   | - | Transaction identifiers will be verified and made uniform, as needed, between the BNY Mellon Investor Reporting website and the system that generates investor reports. |
|--------|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | - | All desktop procedures for the Platform will be reviewed to make sure the correct transaction identifiers are listed for all reports that need to be made available to investors on the BNY Mellon Investor Reporting website. |
|--------|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | - | A review of the BNY Mellon Investor Reporting website will be undertaken on the relevant Payment Dates to verify that all pertinent reports have been successfully posted and assure any needed remediation occurs on the same date. |
|--------|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**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.

 

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**PART IV**

 

**Item 15.  Exhibits, Financial Statement Schedules.**

 

(a)           List the following documents filed as a part of the report:

 

(1)           Not Applicable.

 

(2)           Not Applicable.

 

(3)           See Item 15 (b), below.

 

(b)           Exhibits Required by Item 601 of Regulation S-K.

 

| 31.1 | Rule 13a-14/15d-14 Certification (Section 302 Certification). |
|------|---------------------------------------------------------------|

 

| 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon for the year ended December 31, 2019. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------|

 

| 34.1 | Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York Mellon for the year ended December 31, 2019. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| 35.1 | Compliance Statement of The Bank of New York Mellon for the year ended December 31, 2019. |
|------|-------------------------------------------------------------------------------------------|

 

(c)           Omitted.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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)                             |
|                  |                                    |
|                  | By:                                | /s/ Barbara Garafalo |
| Dated: March 30, 2020 |                                    |      Barbara Garafalo |
|                  |                                    |      Vice President |
|                  |                                    | (senior officer of depositor in charge of securitization) |

 

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**EXHIBIT INDEX**

 

| **EXHIBIT** | **DESCRIPTION**                                                                                                                                         |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                    |
| 31.1        | Rule 13a-14/15d-14 Certification (Section 302 Certification).                                                                                           |
|        |                                                                                                                                                    |
| 33.1        | Report on Assessment of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon for the year ended December 31, 2019.              |
|        |                                                                                                                                                    |
| 34.1        | Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York Mellon for the year ended December 31, 2019. |
|        |                                                                                                                                                    |
| 35.1        | Servicer Compliance Statement of The Bank of New York Mellon for the year ended December 31, 2019.                                                      |
|        |                                                                                                                                                    |

 

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