UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


 

FORM 10-K10‑K


(Mark One)

  xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

or
 
For the fiscal year ended December 31, 2014
or
 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________ to ________


Commission File Numbers: 333-111858-13, 001-32527

Central Index Key Number: 0001328989

Synthetic Fixed-Income Securities, Inc.


on behalf of:

STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-1
(Exact name of registrant as specified in its charter)


STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-1

(Exact name of registrant as specified in its charter)

Delaware52-2316339
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
 
  
301 South College, Charlotte, North Carolina28288
(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (212) 214-6277


Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Name of Registered exchange on which registered
  
STRATS Certificates, Series 2005-1New York Stock Exchange (“NYSE”)

1


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 ☐  No ☒

Yeso   Nox

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 ☐   No ☒

Yeso   Nox

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.
Yes ☒   No ☐

Yesx  Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx ☒   Noo


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-KS‑K 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-K10‑K or any amendment to this Form 10-K.
10‑K.
Not applicable.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero ☐
Accelerated filero
Non- accelerated filerx ☒
Small Reporting Companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐   No ☒

Yeso   Nox

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:


The registrant has no voting stock or class of common stock that is held by non-affiliates.


DOCUMENTS INCORPORATED BY REFERENCE


The following documents are incorporated by reference into Part IV of this Annual Report: The distribution reports to security holders filed on Form 8-K8‑K during the fiscal year, in lieu of reports on Form 10-Q,10‑Q, which include the reports filed on Form 8-K8‑K listed in Item 15(a) hereto.


Introductory Note


Synthetic Fixed-Income Securities, Inc. (the “Depositor”) is the Depositor in respect of the STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-1 (the “Trust”), a common law trust formed pursuant to the Base Trust Agreement, dated as of September 26, 2003, between the Depositor and U.S. Bank Trust National Association,

as trustee (the “Trustee”), as supplemented by the STRATS Certificates Series Supplement 2005-1 (the “Series Supplement”) dated as of June 13, 2005 in respect of the Trust. The Trust’s assets consist solely of notes issued by Goldman Sachs Capital I. The Certificates do not represent obligations of or interests in the Depositor or the Trustee.

2

Pursuant to staff administrative positions established in Corporate Asset Backed Corporation (available August 9, 1995), the Trust is not required to respond to various items of Form 10-K.10‑K. Such items are designated herein as “Not Applicable.” Distribution reports detailing receipts and distributions by the Trust are filed after each distribution date on Form 8-K8‑K in lieu of reports on Form 10-Q.

10‑Q.


The Goldman Sachs Group, Inc. (“Goldman”), the issuer of the junior subordinated debentures, the sole assets held by the issuer of the underlying securities, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  For information on Goldman 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 Goldman 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, the issuer of the junior subordinated debentures, 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.


PART I


Item 1. Business.


Not Applicable


Item 1A. Risk Factors.


Not Applicable


Item 1B. Unresolved Staff Comments.


Not Applicable


Item 2. Properties.


Not Applicable


Item 3. Legal Proceedings.


None


Item 4. Mine Safety Disclosures.


Not Applicable

3

3

PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


The publicly offered Certificates representing investors’ interest in the Trust are represented by one or more physical Certificates registered in the name of “Cede & Co.”, the nominee of The Depository Trust Company.  Those publicly offered Certificates are listed on the NYSE.


Item 6. Selected Financial Data.


Not Applicable


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Not Applicable


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Not Applicable


Item 8. Financial Statements and Supplementary Data.


Not Applicable


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.


None


Item 9A.  Controls and Procedures.


Not Applicable


Item 9B. Other Information.


None


PART III


Item 10. Directors, Executive Officers and Corporate Governance.


Not Applicable


Item 11. Executive Compensation.


Not Applicable


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


Not Applicable


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

None

4

None
4

Item 14. Principal Accounting Fees and Services.


Not Applicable


PART IV


Item 15. Exhibits, Financial Statement Schedules.


(a)The following documents have been filed as part of this report.


1.Trustee’s Distribution Statements documented on Form 8-K8‑K of STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-1 to the certificateholders for the period from January 1, 20142015 through and including December 31, 20142015 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference. Filing dates are listed below:


Trust DescriptionDistribution DateFiled on
STRATS Trust For Goldman Sachs Capital I Securities, Series 2005-101-15-2014
02-18-2014
03-17-2014
04-15-2014
05-15-2014
06-16-2014
07-15-2014
08-15-2014
09-15-2014
10-15-2014
11-17-2014
12-15-2014
01-15-2015
02-17-2015
03-16-2015
04-15-2015
05-15-2015
06-15-2015
07-15-2015
08-17-2015
09-15-2015
10-15-2015
11-16-2015
12-15-2015
01-22-2014
02-24-2014
03-24-2014
04-21-2014
05-21-2014
06-24-2014
07-21-2014
08-22-2014
09-19-2014
10-22-2014
11-24-2014
12-23-2014
01-23-2015
02-24-2015
03-23-2015
04-23-2015
05-22-2015
06-22-2015
07-20-2015
08-21-2015
09-21-2015
10-20-2015
11-19-2015
12-22-2015

2.None


3.Exhibits:

31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.1 – Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.2 – Report of Aston Bell, CPA.

99.3 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.4 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.5 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.
5

99.6 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.7 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.8 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.9 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.10 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.11 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.12 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.13 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.14 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.

31.1 – Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.1 – Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.2 – Report of Aston Bell, CPA.

99.3 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.4 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.5 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.
5

99.6 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.7 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.8 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.9 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.10 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.11 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.12 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.13 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

99.14 - Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.

(b)See Item 15(a) above.


(c)Not Applicable.

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6

SIGNATURE


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.,

as Depositor for the Trust

  
 By:/s/Barbara Garafalo
 Name:Barbara Garafalo
 Title:Vice President
Dated:  March 30, 2016 

Dated: March 31, 2015

7
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EXHIBIT INDEX

Reference Number per Item 601 of Regulation SKDescription of ExhibitsExhibit Number in this Form 10-K
(31.1)Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1
(99.1)Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.99.1
(99.2)Report of Aston Bell, CPA.99.2
(99.3)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.3
(99.4)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.4
(99.5)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.5
(99.6)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.6
(99.7)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.7
(99.8)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.8
(99.9)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.9
(99.10)Registrant’s Current Report on Form 8-K filed99.10
with the Securities and Exchange Commission on August 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.
(99.11)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.11
(99.12)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.12
(99.13)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.13
(99.14)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2014, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.14

9

Reference
Number per
Item 601 of
Regulation SK
Description of Exhibits
Exhibit
Number in this
Form 10‑K
(31.1)Certification by Director of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(99.1)Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(99.2)Report of Aston Bell, CPA.
(99.3)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.3
(99.4)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.4
(99.5)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.5
(99.6)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.6
(99.7)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.7
(99.8)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.8
(99.9)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.9
(99.10)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.10
8

(99.11)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.11
(99.12)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.12
(99.13)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.13
(99.14)Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2015, as further described in Item 15(a)(1) above, is incorporated herein by reference.99.14
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