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 &      STRATS(SM) Series Supplement 2006-1, dated
Gamble Securities, Series 2006-1    as of February 28, 2006, between Synthetic
                                    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        STRATS(SM) Series Supplement 2006-2, dated
Sachs Securities, Series 2006-2     as of March 31, 2006, between Synthetic
                                    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       STRATS(SM) Series Supplement 2006-3, dated
Corporation Securities, Series      as 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.