EXHIBIT 33.1
 Report on Assessment of Compliance with Applicable Servicing Criteria of VW Credit, Inc.
       VW CREDIT, INC.By:
    /s/Andrew StuartAndrew Stuart,Executive Vice President & CFO




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EXHIBIT A
 SERVICING CRITERIA
    
    APPLICABLE
    
    INAPPLICABLESERVICING CRITERIA
    
    SERVICING CRITERIAReference
    
    Criteria
    
    Performed
    
    Performedby 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




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SERVICING CRITERIA
    
    APPLICABLE
    
    INAPPLICABLESERVICING CRITERIA
    
    SERVICING CRITERIAReference
    
    Criteria
    
    Performed
    
    Performedby 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