**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**(MarkOne)**

 

**ý****   ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For thefiscal year ended:   September 30,2005**

 

**Or**

 

**o****   TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For the transition period from              to            **

 

**Commission file number: 333-64124-01**

 

**National RMBS Trust 2004-1**

(Exact name of Registrant as specified in its charter)

 
| **Commonwealth  of Australia**   |   | **N/A**                               |
|----------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer  Identification No.) |
| incorporation or organization)   |   |                                  |

 

**c/o****          ****National Global MBS Manager PtyLtd**

**Level 24**

**500 Bourke Street**

**MELBOURNE VICTORIA 3000,AUSTRALIA**

(Address of principalexecutive offices)

 

Registrant’s telephone number, including areacode:   **(011) 61 38641 0296**

 

Securities registered pursuant to Section 12(b) ofthe Act:  **None**

 

Securities registered pursuant to Section 12(g) ofthe Act:  **None**

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  ý Yes o No

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act).  o Yes ý No

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter. **Not applicable**

 

 

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DOCUMENTS INCORPORATED BY REFERENCE

 

TheRegistrant incorporates by reference its investors’ quarterly reports filed on Form 8-Kfor the quarterly payment dates in December 2004, March 2005, June 2005and September 2005, which contain all financial information related to theTrust relevant to the holders of the Class A-1 notes and Class A-3notes (collectively, the “Noteholders”), pursuant to rule 12b-23 promulgated under the Securities ExchangeAct of 1934.

 

*                *               *

 

ThisAnnual Report on Form 10-K relates to the National RMBS Trust 2004-1 (the “Trust”)and the Mortgage Backed Floating Rate Notes, Series 2004-1, Class A-1notes (the “Class A-1 notes”) and Class A-3 notes (the “Class A-3notes”) issued pursuant to the Note Trust Deed dated as of November 28,2004 (the “Note Trust Deed”), between Perpetual Trustee Company Limited (the “IssuerTrustee”), National Global MBS Manager Pty Ltd (the “Global Trust Manager”) andThe Bank of New York (the “Note Trustee”). Capitalized terms used in this Form 10-K and not defined have thesame meanings given to them in the Prospectus related to the Class A-1notes and the Class A-3 notes.

 

Theinformation required for some items in Form 10-K is “not applicable” tothe Trust or the Global Trust Manager. As used in this Annual Report filed on Form 10-K,“not applicable” or “Not Applicable” means that the response to the referenceditem is omitted in reliance on the procedures outlined in the numerousno-action letters issued by the Securities and Exchange Commission**’**s staff with respect to substantiallysimilar certificates and trusts that filed annual reports on Form 10-K.

 

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**PART I**

**Item 1.****                   ****Business.**

 

Theonly business of the Trust is the collection and distribution of payments onthe residential mortgage loans in the manner described in the ProspectusSupplement and accompanying Prospectus on Form 424B5 (File No. 333-64124-01)(the “Prospectus”). Accordingly, there is no relevant information to report inresponse to Item 101 of Regulation S-K.

 

**Item 2.****                   ****Properties.**

 

TheTrust does not have any physical properties.

 

**Item 3.****                   ****Legal Proceedings.**

 

Therewere no material legal proceedings involving any of the Trust, the Global TrustManager or the Issuer Trustee which were pending during the fiscal year coveredby this Report.

 

**Item 4.****                   ****Submission of Matters to a Vote of Security Holders.**

 

Novotes or consents of Noteholders were solicited during the fiscal year for anypurpose.

 

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**PART II**

 

**Item 5.****                    Marketfor Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.**

 

(a)        Item 201 of Regulation S-K:

 

(i)   MarketInformation.  The Class A-1 andA-3 notes are not traded on any nationally recognized exchange in the UnitedStates.  The Class A-1 and A-3 notesare listed on the Luxembourg Stock Exchange.

 

(ii)   Holders.  As of September 30, 2005 there were lessthan 300 holdersof record of the Class A-1 notes andClass A-3 notes.

 

(iii)   Dividends.  Not applicable.  (Information as to distributions toNoteholders is provided in the Registrant’s filings on Form 8-K.)

 

(iv)  Securities Authorized for Issuance UnderEquity Compensation Plans.  Notapplicable.

 

(b)        Item 701 of Regulation S-K. Not applicable.

 

(c)        Item 703 of Regulation S-K. Not applicable as the Registrant has no class of equity securitiesregistered pursuant to section 12 of the Securities Exchange Act of 1934.

 

**Item 6.****                    SelectedFinancial Data.**

 

Theregular investors’ quarterly report, which is required to be included with eachquarterly distribution of the Trust’s assets to Noteholders, sets forth all ofthe relevant financial information required by the Supplemental Deed to bereported to Noteholders.

 

Theinvestors’ quarterly reports for the quarterly payment dates in December 2004,March 2005, June 2005 and September 2005 filed on Form 8-Kare incorporated herein by reference.

 

Theforegoing presents all relevant financial information relating to the Trust.Because of the limited business activity of the Trust, the Selected FinancialData in Item 301 of Regulation S-K would not provide any meaningful additionalinformation.

 

**Item 7.****                    Management’sDiscussion and Analysis of Financial Condition and Results of Operation.**

 

Becauseof the limited business activity of the Trust, the presentation of Management’sDiscussion and Analysis of Financial Condition and Results of Operations, asotherwise would be required by Item 303 of Regulation S-K, would not bemeaningful. All relevant information is contained in the investors’ quarterlyreports (filed under Current Reports on Form 8-K) as described above.

 

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**Item 7A**                  **Quantitative and Qualitative Disclosures about Market Risk.**

 

**CurrencyExchange Rate Risk**

 

TheIssuer Trustee will receive payments from the borrowers and the fixed rate swapand basis swap providers on the mortgage loans in Australian dollarscalculated, in the case of the swap providers, by reference to the Australianbank bill rate, and make payments to holders of the Class A-1 notes inU.S. dollars calculated, in the case of interest, by reference to LIBOR, andmake payments to holders of the Class A-3 notes in Euros calculated, inthe case of interest, by reference to EURIBOR. Under the currency swaps, thecurrency swap providers will exchange Australian dollar obligations for U.S.dollars or Euros, and in the case of interest, amounts calculated by referenceto the Australian bank bill rate for amounts calculated by reference to LIBORor EURIBOR. If a currency swap provider fails to perform its obligations or ifa currency swap is terminated, the Issuer Trustee might have to exchange therelevant amount of its Australian dollars for U.S. dollars or Euros and itsAustralian bank bill rate obligations for LIBOR or EURIBOR obligations at arate that does not provide sufficient U.S. dollars or Euros (as the case maybe) to make payments in full to holders of the Class A-1 notes and Class A-3notes (as the case may be).

 

**Item 8.****                    FinancialStatements and Supplementary Data.**

 

Asdiscussed above, furnishing the financial information required by Item 8 of Form 10-Kwould not add any relevant information to that provided by the foregoingstatements. Because the Class A-1 notes and Class A-3 notes areessentially “pass-through” securities, the Trust will have “income” only in thelimited sense of collecting payments on the residential mortgage loans. Theonly material items of “expense” for the Trust will be the amounts paid asservicing compensation, other amounts due on the redraw bonds, if any, theamounts due to the redraw facility provider, and potentially certain paymentsrelating to any other credit enhancement facilities. The investor quarterlyservicing reports (filed under Current Reports on Form 8-K) provide allmaterial information regarding the amounts of the “income” and “expenses” ofthe Trust.

 

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

 

None.

 

**Item 9A.**                 **Controls and Procedures.**

 

Notapplicable.

 

**Item 9B.****                 OtherInformation.**

 

None.

 

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**PART III**

 

**Item 10.****                 Directorsand Executive Officers of the Registrant.**

 

Notapplicable.

 

**Item 11.****                 ExecutiveCompensation.**

 

Notapplicable.

 

**Item 12.****                 SecurityOwnership of Certain Beneficial Owners and Management.**

 

Information required by Item 201(d) of RegulationS-K: Not applicable.

 

Information required by Item 403 of Regulation S-K:Not applicable.

 

**Item 13.****                 CertainRelationships and Related Transactions.**

 

Notapplicable.

 

**Item 14.****                 PrincipalAccounting Fees and Services.**

 

Notapplicable.

 

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**PART IV**

 

**Item 15.****                 Exhibitsand Financial Statement Schedules.**

 

(a) (1) and (2):

 

A copy of the ServicerOfficer’s Certificate of Compliance is attached hereto as Exhibit No. 99.1.A copy of the Custodial Services Agreed-Upon Procedures Report is attachedhereto as Exhibit No. 99.3.

 

(a) (3) EXHIBITS:

 
| **Designation**   | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **Method of Filing** |
|-------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------|
| ** **        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **           |
| Exhibit 3.1  |       | Certificate  of Registration of a Body Corporate as a Company of National Global MBS  Manager Pty Ltd (Filed as Exhibit 3.1 to Registration Statement on Form S-3/A  filed on June 23, 2004 with the Securities and Exchange Commission (the  “Commission”) (File No. 333-64124)).                                                                                                                                                                                                                                        |       | 3.1                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 3.2  |       | Constitution  of National Global MBS Manager Pty Ltd (Filed as Exhibit 3.2 to  Registration Statement on Form S-3/A filed on June 23, 2004 with  the Commission (File No. 333-64124)).                                                                                                                                                                                                                                                                                                                                              |       | 3.2                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 4.3  |       | Supplemental  Deed, dated September 28, 2004, among Perpetual Trustee Company Limited,  as Issuer Trustee (the “Issuer Trustee”), National Global MBS Manager Pty  Ltd, as Global Trust Manager, (the “Global Trust Manager”), National  Australia Bank Limited, as Seller and Servicer, and P.T. Limited, as Security  Trustee. (Filed as Exhibit 4.3 to Current Report on Form 8-K filed  on October 13, 2004 with the Commission (File No. 333-64124-01)).                                              |       | 4.3                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 4.7  |       | Note  Trust Deed, dated September 28, 2004, among the Issuer Trustee, the  Global Trust Manager, and The Bank of New York, New York, as Note Trustee, Class A-1  Note Registrar and Class A-3 Note Registrar (Filed as Exhibit 4.7  to Current Report on Form 8-K filed on October 13, 2004 with the  Commission (File No. 333-64124-01)).                                                                                                                                                                           |       | 4.7                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 4.8  |       | Agency  Agreement, dated September 28, 2004, among the Issuer Trustee, the  Global Trust Manager, The Bank of New York, New York, as Note Trustee, Class A-1  Note Registrar, Class A-3 Note Registrar and Principal Paying Agent, The  Bank of New York, London Branch, as London Paying Agent and Calculation  Agent, and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent. (Filed  as Exhibit 4.8 to Current Report on Form 8-K filed on October 13,  2004 with the Commission (File No. 333-64124-01)). |       | 4.8                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 10.2 |       | Liquidity  Facility Agreement, dated September 28, 2004, among the Issuer Trustee,  the Global Trust Manager, and National Australia Bank Limited, as Liquidity  Facility Provider. (Filed as Exhibit 10.2 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).                                                                                                                                                                                                              |       | 10.2                 |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                 |
| Exhibit 10.3 |       | Redraw  Facility Agreement, dated September 28, 2004, among the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 10.3                 |

 

7

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|                |   | Issuer  Trustee, the Global Trust Manager, and National Australia Bank Limited, as  Redraw Facility Provider. (Filed as Exhibit 10.3 to Current Report on  Form 8-K filed on October 13, 2004 with the Commission (File  No. 333-64124-01)).                                                                        |   |   |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 10.4.1 |   | Fixed/Basis  Swap, dated September 28, 2004, among National Australia Bank Limited,  as Party A, Perpetual Trustee Company Limited, as Party B, and the Global  Trust Manager. (Filed as Exhibit 10.4.1 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)). |   | 10.4.1 |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 10.4.2 |   | Currency  Swap, dated September 28, 2004, among The Royal Bank of Scotland plc, as  Party A, Perpetual Trustee Company Limited, as Party B, and the Global Trust  Manager. (Filed as Exhibit 10.4.2 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).     |   | 10.4.2 |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 10.4.3 |   | Currency  Swap, dated September 28, 2004, among Societe Generale Australia Branch,  as Party A, Perpetual Trustee Company Limited, as Party B, and the Global  Trust Manager. (Filed as Exhibit 10.4.3 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).  |   | 10.4.3 |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 31     |   | Section 302  Certification                                                                                                                                                                                                                                                                                                         |   | 31     |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.1   |   | The  Servicer Officer’s Certificate of Compliance                                                                                                                                                                                                                                                                                  |   | 99.1   |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.2   |   | Independent  Auditor’s Annual Servicer’s Compliance Certificate                                                                                                                                                                                                                                                               |   | 99.2   |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.3   |   | Custodial  Services Agreed-Upon Procedures Report                                                                                                                                                                                                                                                                                       |   | 99.3   |

 

(b) On January 4, 2005, March 23, 2005, July 1, 2005 and October 3,2005 reports on Form 8-K were filed by the Global Trust Manager in orderto provide the statements for quarterly distributions to the Noteholders. On October 13,2004 a report on Form 8-K was filed by the Global Trust Manager whichincluded as exhibits certain documents related to the issuance of the Class A-1notes and Class A-3 notes. No other reports on Form 8-K have beenfiled during the last fiscal year covered by this Report.

 

(c) Not applicable.

 

8

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the Registrant certifiesthat it meets all of the requirements for this report to be signed by on itsbehalf by the undersigned, thereunto duly authorized.

 
|                    | **National  RMBS Trust 2004-1**             |
|-------------------------|---------------------------------------------|
|                    | ** **                                  |
|                    | **By: National Global MBS Manager Pty Ltd** |
|                    | ** **                                  | (as trust manager) |
| Date: December 23, 2005 | ** **                                  |
|                    | ** **                                  |
|                    | /s/ Bruce T. Richards                       |
|                    | Name:                                       | Bruce T. Richards  |
|                    | Title:                                      | Principal Executive Officer, Principal |
|                    |                                        | Financial Officer, Principal Accounting |
|                    |                                        | Officer and Director |
|                         |                                             |  |  |

 

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SUPPLEMENTALINFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OFTHE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12OF THE ACT.

 

Nosuch annual report, proxy statement, form of proxy or other soliciting materialhas been, or will be, sent to Noteholders.

 

10

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**EXHIBIT INDEX**

 
| **Designation**     | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **Method of Filing** |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------|
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 3.1    |       | Certificate  of Registration of a Body Corporate as a Company of National Global MBS  Manager Pty Ltd (Filed as Exhibit 3.1 to Registration Statement on Form S-3/A  filed on June 23, 2004 with the Securities and Exchange Commission (the “Commission”)  (File No. 333-64124)).*                                                                                                                                                                                                                                        |       | 3.1                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 3.2    |       | Constitution  of National Global MBS Manager Pty Ltd (Filed as Exhibit 3.2 to  Registration Statement on Form S-3/A filed on June 23, 2004 with  the Commission (File No. 333-64124)).*                                                                                                                                                                                                                                                                                                                                              |       | 3.2                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 4.3    |       | Supplemental  Deed, dated September 28, 2004, among Perpetual Trustee Company Limited,  as Issuer Trustee (the “Issuer Trustee”), National Global MBS Manager Pty  Ltd, as Global Trust Manager, (the “Global Trust Manager”), National  Australia Bank Limited, as Seller and Servicer, and P.T. Limited, as Security  Trustee. (Filed as Exhibit 4.3 to Current Report on Form 8-K filed  on October 13, 2004 with the Commission (File No. 333-64124-01)).*                                              |       | 4.3                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 4.7    |       | Note  Trust Deed, dated September 28, 2004, among the Issuer Trustee, the  Global Trust Manager, and The Bank of New York, New York, as Note Trustee, Class A-1  Note Registrar and Class A-3 Note Registrar (Filed as Exhibit 4.7  to Current Report on Form 8-K filed on October 13, 2004 with the  Commission (File No. 333-64124-01)).*                                                                                                                                                                           |       | 4.7                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 4.8    |       | Agency  Agreement, dated September 28, 2004, among the Issuer Trustee, the  Global Trust Manager, The Bank of New York, New York, as Note Trustee, Class A-1  Note Registrar, Class A-3 Note Registrar and Principal Paying Agent, The  Bank of New York, London Branch, as London Paying Agent and Calculation  Agent, and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent. (Filed  as Exhibit 4.8 to Current Report on Form 8-K filed on October 13,  2004 with the Commission (File No. 333-64124-01)).* |       | 4.8                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 10.2   |       | Liquidity  Facility Agreement, dated September 28, 2004, among the Issuer Trustee,  the Global Trust Manager, and National Australia Bank Limited, as Liquidity  Facility Provider. (Filed as Exhibit 10.2 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).*                                                                                                                                                                                                              |       | 10.2                 |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 10.3   |       | Redraw  Facility Agreement, dated September 28, 2004, among the Issuer Trustee,  the Global Trust Manager, and National Australia Bank Limited, as Redraw  Facility Provider. (Filed as Exhibit 10.3 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).*                                                                                                                                                                                                                    |       | 10.3                 |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |                 |
| Exhibit 10.4.1 |       | Fixed/Basis  Swap, dated September 28, 2004, among National Australia Bank Limited,  as Party A, Perpetual Trustee Company Limited, as Party B, and the Global  Trust Manager. (Filed as Exhibit 10.4.1 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).*                                                                                                                                                                                                                 |       | 10.4.1               |

 

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* Incorporated herein by reference.

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| Exhibit 10.4.2 |   | Currency  Swap, dated September 28, 2004, among The Royal Bank of Scotland plc, as  Party A, Perpetual Trustee Company Limited, as Party B, and the Global Trust  Manager. (Filed as Exhibit 10.4.2 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).*    |   | 10.4.2 |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 10.4.3 |   | Currency  Swap, dated September 28, 2004, among Societe Generale Australia Branch,  as Party A, Perpetual Trustee Company Limited, as Party B, and the Global  Trust Manager. (Filed as Exhibit 10.4.3 to Current Report on Form 8-K  filed on October 13, 2004 with the Commission (File No. 333-64124-01)).* |   | 10.4.3 |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 31     |   | Section 302  Certification                                                                                                                                                                                                                                                                                                         |   | 31     |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.1   |   | The  Servicer Officer’s Certificate of Compliance                                                                                                                                                                                                                                                                                  |   | 99.1   |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.2   |   | Independent  Auditor’s Annual Servicer’s Compliance Certificate                                                                                                                                                                                                                                                               |   | 99.2   |
|                |   |                                                                                                                                                                                                                                                                                                                                    |   |   |
| Exhibit 99.3   |   | Custodial  Services Agreed-Upon Procedures Report                                                                                                                                                                                                                                                                                       |   | 99.3   |

 

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* Incorporated herein by reference.

 

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