**Exhibit 33.1**

 

**Report onAssessment of Compliance with SEC Regulation AB Servicing Criteria**

 

1.                                      Harley-Davidson Credit Corp. (“HDCC”) isresponsible for assessing compliance with the servicing criteria applicable toit under paragraph (d) of Item 1122 of Regulation AB, as of and for the12-month period ending December 31, 2009 (the “Reporting Period”), as setforth in Appendix A hereto.  Thetransactions covered by this report include asset-backed securitiestransactions for which HDCC acted as servicer, involving motorcycle loans (the “Platform”);

 

2.                                      HDCC has engaged certain vendors, whichare not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”),to perform specific, limited or scripted activities, and HDCC elects to takeresponsibility for assessing compliance with the servicing criteria or portionof the servicing criteria applicable to such Vendors’ activities as set forthin Appendix A hereto;

 

3.                                      Except as set forth in paragraph 4 below,HDCC used the criteria set forth in paragraph (d) of Item 1122 ofRegulation AB to assess the compliance with the applicable servicing criteria;

 

4.                                      The criteria listed in the column titled “InapplicableServicing Criteria” on Appendix A hereto are inapplicable to HDCC based on theactivities it performs, directly or through its Vendors, with respect to thePlatform;

 

5.                                      HDCC has complied, in all materialrespects, with the applicable servicing criteria as of December 31, 2009and for the Reporting Period****with respectto the Platform taken as a whole;

 

6.                                      HDCC has not identified and is not awareof any material instance of noncompliance by the Vendors with the applicableservicing criteria as of December 31, 2009 and for the Reporting Periodwith respect to the Platform taken as a whole;

 

7.                                      HDCC has not identified any materialdeficiency in its policies and procedures to monitor the compliance by theVendors with the applicable servicing criteria as of December 31, 2009 andfor the Reporting Period with respect to the Platform taken as a whole**;**and

 

8.                                      Ernst & Young LLP, anindependent registered public accounting firm, has issued an attestation reporton HDCC’s assessment of compliance with the applicable servicing criteria forthe Reporting Period.

 

 
| March 25, 2010 |                          |
|---------------------|-------------------------------|
|                |                          |
|                | Harley-Davidson Credit  Corp. |
|                |                          |
|                | By:                           |  /s/ Perry A.  Glassgow |
|                |                          | Name:  | Perry A. Glassgow |
|                |                          | Title: | Vice President, Treasurer and Assistant Secretary |

 

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APPENDIX A to Exhibit 33.1

 

 
| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed  by  Vendor(s)  for which  HDCC is  the  Responsible  Party** | ** ** | **Performed by  subservicer(s)  or vendor(s)  for which  HDCC is  NOT the  Responsible  Party** | ** ** | **NOT  performed by  HDCC or by  subservicer(s)  or vendor(s)  retained by  HDCC** |
| ** **             |       | ** **                                                                                                                                                                                                                                                                                                                                                                                               |       |                                   |   |   |   |   |   |   |
| ** **             |       | **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.                                                                                                                                                                                                                                                                                      | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 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.                                                                                                                                    | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| ** **             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **             | ** ** | **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 following receipt, or such  other number of days specified in the transaction agreements.                                                                                                                                                         | ** ** | **X(1)**                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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(1)**                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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.                                                                                                                                                                             | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(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.                                                                                                                                                 | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 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 13k-1(b)(1) of the Securities Exchange Act. | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 1122(d)(2)(vi)         |       | Unissued checks are safeguarded  so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |

 

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(1) Servicing criteria partially performed by the servicer and partiallyperformed by the trustee.

 

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| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed  by  Vendor(s)  for which  HDCC is  the  Responsible  Party** | ** ** | **Performed by  subservicer(s)  or vendor(s)  for which  HDCC is  NOT the  Responsible  Party** | ** ** | **NOT  performed by  HDCC or by  subservicer(s)  or vendor(s)  retained by  HDCC** |
| 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 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. | ** ** | **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(1)**                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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(1)**                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **             | ** ** | **Pool  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(i)          |       | Collateral or security  on pool assets is maintained as required by the transaction agreements or  related mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ii)         |       | Pool assets 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 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**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

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| **SERVICING CRITERIA** | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed  by  Vendor(s)  for which  HDCC is  the  Responsible  Party** | ** ** | **Performed by  subservicer(s)  or vendor(s)  for which  HDCC is  NOT the  Responsible  Party** | ** ** | **NOT  performed by  HDCC or by  subservicer(s)  or vendor(s)  retained by  HDCC** |
| 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.                                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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.                                                                                                                                                                                                                                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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).                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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** |
| 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 assets, or such other number of days  specified in the transaction agreements. | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 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.                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
| 1122(d)(4)(xiv)        |       | Delinquencies,  charge-offs and uncollectible accounts are recognized and recorded in  accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(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.                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

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