STRATS Trust For Procter & Gamble Securities, Series 2006-1 10-K

Exhibit 33.1



(BNY MELLON LOGO)





ASSESSMENT OF COMPLIANCE WITH

APPLICABLE SERVICING CRITERIA



Management of 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”) is responsible for assessing the servicing criteria
set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that
the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:



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 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”).



Period: As of and for the twelve months ended December 31, 2016
(the “Period”).



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 as set forth in the
column titled “Not Applicable To Platform” in Appendix 1 attached hereto.



With respect to servicing criterion 1122(d)(2)(vi)
management has engaged a vendor to perform the activities required by the servicing criterion. The Company’s management has
determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s
management 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 200.06, Vendors Engaged by Servicers (C&DI 200.06).
The Company’s management 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’s management
is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion.















With respect to the Platform as of and for the Period, the Company
provides the following assessment of compliance in respect of the Applicable Servicing Criteria:



1. The Company’s management is responsible for assessing its
compliance with the Applicable Servicing Criteria.



2. The Company’s management has assessed compliance with the
Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on C&DI 200.06 as
described above. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in
paragraph (d) of Item 1122 of Regulation AB.



3. With respect to Applicable Servicing Criteria 1122(d)(4)(iii), there
were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that
would require the Company to perform such activities.



4. Based on such assessment, as of and for the Period, the Company
has complied, in all material respects, with the Applicable Servicing Criteria.



KPMG LLP, an independent registered public accounting firm, has issued
an attestation report with respect to Management’s Assessment of Compliance with the Applicable Servicing Criteria as of
and for the Period.



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|The Bank of New York Mellon       |  | BNY Mellon Trust of Delaware
|--------------------------------- |  | ----------------------------
|                                  |  |                             
|/s/ Richard P. Stanley            |  | /s/ Robert L. Griffin       
|Richard P. Stanley                |  | Robert L. Griffin           
|Authorized Signatory              |  | Authorized Signatory        
|                                  |  |                             
|The Bank of New York Mellon Trust |  |                             
|Company, N.A.                     |  |                             
|                                  |  |                             
|/s/ Antonio I. Portuondo          |  |                             
|Antonio I. Portuondo              |  |                             
|Authorized Signatory              |  |                             



Dated: February 28, 2017



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APPENDIX 1



|                 |                                                                                                                                                                                                                                                                   | APPLICABLE TO PLATFORM            |                                                                      
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ---------------------------------------------------------------------
|REG AB
REFERENCE | SERVICING CRITERIA                                                                                                                                                                                                                                                | Performed Directly
by the Company | Performed by
Vendor(s) for which
the Company is the
Responsible Party
|                 | General servicing considerations                                                                                                                                                                                                                                  |                                   |                                                                      
|1122(d)(1)(i)    | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.                                                                                                          | X                                 |                                                                      
|1122(d)(1)(ii)   | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.                                                              | X                                 |                                                                      
|1122(d)(1)(iii)  | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                 |                                   |                                                                      
|1122(d)(1)(iv)   | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. |                                   |                                                                      
|1122(d)(1)(v)    | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.                                                                                                                           |                                   |                                                                      
|                 | Cash collection and administration                                                                                                                                                                                                                                |                                   |                                                                      
|1122(d)(2)(i)    | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.                            | X                                 |                                                                      
|1122(d)(2)(ii)   | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.                                                                                                                                             | X                                 |                                                                      
|1122(d)(2)(iii)  | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.                                         |                                   |                                                                      
|1122(d)(2)(iv)   | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.            | X                                 |                                                                      





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|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | APPLICABLE TO PLATFORM            |                                                                      
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------- | ---------------------------------------------------------------------
|REG AB
REFERENCE | SERVICING CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Performed Directly
by the Company | Performed by
Vendor(s) for which
the Company is the
Responsible Party
|1122(d)(2)(v)    | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter.                                                                                                                                                                                                                                                                                                                                         | X                                 |                                                                      
|1122(d)(2)(vi)   | Unissued checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                   | X                                                                    
|1122(d)(2)(vii)  | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X                                 |                                                                      
|                 | Investor remittances and reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                   |                                                                      
|1122(d)(3)(i)    | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.                                                      | X                                 |                                                                      
|1122(d)(3)(ii)   | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X                                 |                                                                      
|1122(d)(3)(iii)  | Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X                                 |                                                                      
|1122(d)(3)(iv)   | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X                                 |                                                                      







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|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | APPLICABLE
    TO PLATFORM           |                                                                       
|------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------ | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Performed
    Directlyby the Company | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|                         | Pool
    asset administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                      |                                                                       
|1122(d)(4)(i)            | Collateral
    or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                             | X                                    |                                                                       
|1122(d)(4)(ii)           | Pool
    asset and related documents are safeguarded as required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                 | X                                    |                                                                       
|1122(d)(4)(iii)          | Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                            | X                                    |                                                                       
|1122(d)(4)(iv)           | Payments
    on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable
    servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with
    the related pool asset documents.                                                                                        | X                                    |                                                                       
|1122(d)(4)(v)            | The
    servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s
    unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                              | X                                    |                                                                       
|1122(d)(4)(vi)           | Changes
    with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                |                                      |                                                                       
|1122(d)(4)(vii)          | Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.                                                                                                                                                                                                             |                                      |                                                                       
|1122(d)(4)(viii)         | Records
    documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). |                                      |                                                                       
|1122(d)(4)(ix)           | Adjustments
    to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                               | X                                    |                                                                       









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|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | APPLICABLE
    TO PLATFORM           |                                                                       
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ----------------------------------------------------------------------
|REG
    AB
    REFERENCE | SERVICING
    CRITERIA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Performed
    Directlyby the Company | Performed
    byVendor(s) for whichthe Company is theResponsible Party
|1122(d)(4)(x)            | Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s
    pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest
    on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C)
    Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other
    number of days specified in the transaction agreements. |                                      |                                                                       
|1122(d)(4)(xi)           | Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.                                                                                                                                                                                              |                                      |                                                                       
|1122(d)(4)(xii)          | Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                              |                                      |                                                                       
|1122(d)(4)(xiii)         | Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                        |                                      |                                                                       
|1122(d)(4)(xiv)          | Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                      |                                                                       
|1122(d)(4)(xv)           | Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained
    as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                               | X                                    |                                                                       







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