**Exhibit 33.1**

 

**Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria**

 

1.                                      Harley-Davidson Credit Corp. (“HDCC”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2013 (the “Reporting Period”), as set forth in Appendix A hereto.  The transactions covered by this report include asset-backed securities transactions for which HDCC acted as servicer, involving motorcycle loans (the “Platform”);

 

2.                                      HDCC has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”), to perform specific, limited or scripted activities, and, as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations, HDCC elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto;

 

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

 

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

 

5.                                      HDCC has complied, in all material respects, with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole;

 

6.                                      HDCC has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole;

 

7.                                      HDCC has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole**;**and

 

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

 

 

March 25, 2014

 
|   | Harley-Davidson Credit Corp. |
|--------|------------------------------|
|   |                         |
|   | By:                          | /s/ James Darrell Thomas |
|   |                         | Name: | James Darrell Thomas |
|   |                         | 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)**                                      | ** ** | **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(2)**                                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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 1) a Vendor (initial processing of cash receipts at the lockbox) for which the Servicer has elected to take responsibility; 2) the Servicer; and 3) the Indenture Trustee. 

(2) Servicing criteria partially performed by the Servicer and partially performed by the Indenture 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(3)**                                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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(3)**                                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                        | ** ** | **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(4)**                                      | ** ** | **X(4)** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ii)              | ** ** | Pool   assets and related documents are safeguarded as required by the transaction   agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **X(4)**                                      | ** ** | **X(4)** | ** ** | ** ** | ** ** | ** ** |
| 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**                                         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

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(3) Servicing criteria partially performed by the Servicer and partially performed by the Indenture Trustee. 

(4) Servicing criteria partially performed by 1) Vendors (the maintenance and safeguarding of titles and the safekeeping of certain contracts) for which the servicer has elected to take responsibility; and 2) the Servicer.

 

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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)(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**                                         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 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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