##### 



EXHIBIT 33.1
 Report on Assessment of Compliance with the Servicing Criteria for
Asset-Backed Securities of VW Credit, Inc.
     
   By:
    
    /s/ Bruce HarrisBruce Harris,Chief Financial Officer




---



##### 



EXHIBIT A
 INAPPLICABLEAPPLICABLE
    
    SERVICINGSERVICING CRITERIA
    
    SERVICING CRITERIA
    
    CRITERIAPerformed
    
    PerformedReference
    
    Criteria
    
    by Servicer
    
    By TrusteeGeneral Servicing Criteria1122(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
    
    ü1122(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.
    
    
    
    
    
    ü1122(d)(1)(iii)
    
    Any requirements in the transaction agreements to maintain a back-up
servicer for the pool assets are maintained.
    
    
    
    
    
    ü1122(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.
    
    
    
    
    
    üCash Collection and Administration1122(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
following receipt, or such other number of days specified in the transaction
agreements.
    
    ü1122(d)(2)(ii)
    
    Disbursements made via wire transfer on behalf of an obligor or to an
investor are made only by authorized personnel.
    
    ü1122(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.
    
    ü1122(d)(2)(iv)
    
    The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.
    
    ü1122(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 13k-1(b)(1) of the Securities Exchange Act.
    
    ü1122(d)(2)(vi)
    
    Unissued checks are safeguarded so as to prevent unauthorized access.
    
    
    
    
    
    ü1122(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 are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the transaction
agreements; (C) 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.
    
    üInvestor Remittances and Reporting1122(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.
    
    ü1122(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.
    
    
    
    ü1122(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.
    
    
    
    ü1122(d)(3)(iv)
    
    Amounts remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
    
    
    
    üPool Asset Administration1122(d)(4)(i)
    
    Collateral or security on pool assets is maintained as required by the
transaction agreements or related asset pool documents.
    
    ü1122(d)(4)(ii)
    
    Pool assets and related documents are safeguarded as required by the
transaction agreements.
    
    ü1122(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.
    
    ü




---



##### 



INAPPLICABLEAPPLICABLE
    
    SERVICINGSERVICING CRITERIA
    
    SERVICING CRITERIA
    
    CRITERIAPerformed
    
    PerformedReference
    
    Criteria
    
    by Servicer
    
    By Trustee1122(d)(4)(iv)
    
    Payments on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the 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 asset
pool documents.
    
    ü1122(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.
    
    ü1122(d)(4)(vi)
    
    Changes with respect to the terms or status of an obligors account (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.
    
    ü1122(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.
    
    ü1122(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).
    
    ü1122(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.
    
    
    
    
    
    ü1122(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 account
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 account documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of
full repayment of the related Accounts, or such other number of days
specified in the transaction agreements.
    
    
    
    
    
    ü1122(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, providedthat 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.
    
    
    
    
    
    ü1122(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.
    
    
    
    
    
    ü1122(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.
    
    
    
    
    
    ü1122(d)(4)(xiv)
    
    Delinquencies, charge-offs and uncollectible accounts are recognized and
recorded in accordance with the transaction agreements.
    
    ü1122(d)(4)(xv)
    
    Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
transaction agreements.
    
    
    
    
    
    ü