UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-185282-06
(Commission File Number of Issuing Entity)
Volkswagen Auto Loan Enhanced Trust 2014-1
(Exact name of Issuing Entity as specified in its charter)
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(Exact name of Depositor as specified in its charter)
VW Credit, Inc.
(Exact name of Sponsor as specified in its charter)
State of Delaware | 83-0349353 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization of Registrant) | Identification No. of Registrant) |
2200 Ferdinand Porsche Drive | ||
Herndon, Virginia | 20171 | |
(Address of principal executive offices of Registrant) | (Zip Code of Registrant) |
(703) 364-7000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
Title of each class |
Name of each exchange on which registered | |
None | None |
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated Filer: | ¨ | Accelerated filer: | ¨ | |||
Non-accelerated filer: | x (Do not check if a smaller reporting company) | Smaller reporting company: | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. None
Documents incorporated by reference: None
FORM 10-K
PART 1
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 1 | Business. | |
(B) Item 1A | Risk Factors. | |
(C) Item 2 | Properties. | |
(D) Item 3 | Legal Proceedings. | |
(E) Item 4 | Mine Safety Disclosures |
Item 1B. Unresolved Staff Comments.
Not Applicable.
PART II
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 5 | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
(B) Item 6 | Selected Financial Data. | |
(C) Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations. | |
(D) Item 7A | Quantitative and Qualitative Disclosures About Market Risk. | |
(E) Item 8 | Financial Statements and Supplementary Data. | |
(F) Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | |
(G) Item 9A | Controls and Procedures. |
Item 9B. Other Information.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A) Item 10 | Directors, Executive Officers and Corporate Governance. | |
(B) Item 11 | Executive Compensation. | |
(C) Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
(D) Item 13 | Certain Relationships and Related Transactions, and Director Independence. | |
(E) Item 14 | Principal Accounting Fees and Services. |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) | (1) Not applicable. |
(2) | Not applicable. |
(3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(c) | None. |
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Not Applicable.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Not Applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1117 of Regulation AB. Legal Proceedings.
No legal proceedings are pending against any of VW Credit, Inc. (in its capacity as the sponsor (the Sponsor), in its capacity as an originator contemplated by Item 1110(b) of Regulation AB (the Originator), in its capacity as servicer (the Servicer) and in its capacity as administrator of Volkswagen Auto Loan Enhanced Trust 2014-1 (the Issuing Entity)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the Depositor), Deutsche Bank Trust Company Americas (the Indenture Trustee), Citicorp Trust Delaware, National Association (the Issuer Delaware Trustee), Citibank, N.A. (the Owner Trustee), or the Issuing Entity or of which any property of the foregoing is the subject that are or would be material to holders of the asset-backed notes (the Notes) or the asset-backed certificate (the Certificate). No such proceedings are known to be contemplated by governmental authorities.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Servicer and the Indenture Trustee (collectively, the Servicing Parties) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a Servicing Assessment Report), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an Attestation Report) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustees Servicing Assessment Report nor the Indenture Trustees Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
The Servicer complied in all material respects with the servicing criteria applicable to it.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a Compliance Statement), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 27, 2015
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2014-1 | ||
By: |
VW Credit, Inc., as Servicer | |
By: | /s/ Horst Meima | |
Horst Meima | ||
Executive Vice President & CFO | ||
(senior officer in charge of the servicing function) |
EXHIBIT INDEX
Exhibit 31 | Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d). | |
Exhibit 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of VW Credit, Inc. | |
Exhibit 33.2 | Report on Assessment of Compliance with the Servicing Criteria of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas. | |
Exhibit 34.1 | Attestation Report on Assessment of Compliance with the Servicing Criteria of Baker Tilly Virchow Krause, LLP, on behalf of VW Credit, Inc. | |
Exhibit 34.2 | Attestation Report on Assessment of Compliance with the Servicing Criteria of KPMG, on behalf of Deutsche Bank Trust Company Americas. | |
Exhibit 35.1 | Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2014. |
EXHIBIT 31
CERTIFICATION OF SENIOR OFFICER IN CHARGE OF THE SERVICING FUNCTION OF THE SERVICER PURSUANT TO Rule 15d-14(d)
I, Horst Meima, certify that:
1. | I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Volkswagen Auto Loan Enhanced Trust 2014-1 (the Exchange Act periodic reports); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: Deutsche Bank Trust Company Americas
March 27, 2015
/s/ Horst Meima |
Horst Meima |
Executive Vice President & CFO |
(senior officer in charge of the servicing function) |
EXHIBIT 33.1
Report on Assessment of Compliance with Applicable Servicing Criteria of VW Credit, Inc.
March 27, 2015
1. VW Credit, Inc. (VCI) is responsible for assessing compliance with the servicing criteria applicable to it set forth in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2014 and for the period from April 30, 2014 through December 31, 2014 (the Reporting Period) as set forth in Exhibit A hereto. This report does not include asset backed securities transactions for which VCI acted as servicer involving retail auto loans consummated prior to the effectiveness of Regulation AB. The sole asset-backed securities transaction covered by this report was the Volkswagen Auto Loan Enhanced Trust 2014-1.
2. Except as set forth in paragraph 3 below, VCI used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria.
3. VCI has determined that the criteria in the column titled Inapplicable Servicing Criteria on Exhibit A hereto (collectively, the Inapplicable Servicing Criteria) are not applicable to VCI based on the activities VCI performs with respect to asset backed securities transactions involving retail auto loans other than transactions consummated prior to the effectiveness of Regulation AB. The criteria set forth in paragraph (d) of Item 1122 of Regulation AB other than the Inapplicable Servicing Criteria are referred to as the Applicable Servicing Criteria.
4. VCI has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2014 and for the Reporting Period with respect to its asset backed securities transactions involving retail auto loans other than transactions consummated prior to the effectiveness of Regulation AB.
5. Baker Tilly Virchow Krause, LLP, an independent registered public accounting firm, has issued an attestation report on VCIs assessment of compliance with the Applicable Servicing Criteria as of December 31, 2014 and for the Reporting Period.
VW CREDIT, INC.
By: | /s/ Horst Meima | |
Horst Meima | ||
Executive Vice President & CFO |
EXHIBIT A
\SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE SERVICING CRITERIA | ||||||
Reference |
Criteria |
Performed by Servicer |
Performed By Trustee |
|||||
General Servicing Criteria | ||||||||
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. | ü | ||||||
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | ü | ||||||
1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | ü | ||||||
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. | ü | ||||||
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. | ü | ||||||
1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | ü | ||||||
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. | ü | ||||||
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. | ü | ||||||
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. | ü | ||||||
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. | ü | ||||||
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. | ü | ||||||
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 trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | ü | ||||||
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. | ü | ||||||
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | ü | ||||||
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. | ü | ||||||
Pool Asset Administration | ||||||||
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. | ü | ||||||
1122(d)(4)(ii) |
Pool assets and related documents are safeguarded as required by the transaction agreements. | ü | ||||||
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. | ü |
Reference |
Criteria |
Performed by Servicer |
Performed By Trustee |
|||||
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents. | ü | ||||||
1122(d)(4)(v) |
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. |
ü | ||||||
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligors account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | ü | ||||||
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. | ü | ||||||
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 entitys 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). | ü | ||||||
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. | ü | ||||||
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 obligors account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements. | ü | ||||||
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. | ü | ||||||
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 servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | ü | ||||||
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the servicer, or such other number of days specified in the transaction agreements. | ü | ||||||
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | ü | ||||||
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. | ü |
Exhibit 33.2
MANAGEMENTS ASSERTION OF COMPLIANCE
Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the Company) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv) 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the Applicable Servicing Criteria). With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii) and 1122(d)(2)(iii) there were no activities performed during the year ended December 31, 2014 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
Period: Year ended December 31, 2014 (the Period).
Managements interpretation of Applicable Servicing Criteria: The Companys management has determined that servicing criterion 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is managements interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the Period. The Companys management has determined that servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Companys obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.
With respect to the Platform as of and for the Period, the Companys management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
| The Companys management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria. |
| The Companys management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
| Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria. |
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to managements assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
DEUTSCHE BANK NATIONAL TRUST COMPANY | ||
By: | /s/ David Co | |
Name: | David Co | |
Its: | Director | |
By: | /s/ Matt Bowen | |
Name: | Matt Bowen | |
Its: | Managing Director | |
By: | /s/ Kevin Fischer | |
Name: | Kevin Fischer | |
Its: | Director | |
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ Jenna Kaufman | |
Name: | Jenna Kaufman | |
Its: | Director |
Dated: February 27, 2015
Exhibit 34.1
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Baker Tilly Virchow Krause, LLP | ||
One Towne Sq, Ste 600 | ||
Southfield, MI 48076-3710 | ||
tel 248 372 7300 | ||
Report of Independent Registered Public Accounting Firm | fax 248 368 8950 | |
bakertilly.com |
To the Board of Directors of VW Credit, Inc. and
Deutsche Bank Trust Company Americas, Indenture Trustee:
We have examined VW Credit, Incs (the Company) compliance with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Securities and Exchange Commissions Regulation AB for the Companys Volkswagen Auto Loan Enhanced Trust 2014-1 (the Trust) asset backed securitization transactions except for the servicing criteria set forth in Sections 229.1122(d)(1)(ii)-(iv), 229.1122(d)(2)(vi), 229.1122(d)(4)(ix)-(xiii), and 229.1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the asset backed securities transactions being serviced as of December 31, 2014 and for the period from April 30, 2014 (date of issuance) through December 31, 2014 (the Reporting Period). Management is responsible for the Companys compliance with those servicing criteria. Our responsibility is to express an opinion on the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities of the Trust, testing selected servicing activities related to the Trust, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
In our opinion, VW Credit, Inc. complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended December 31, 2014.
/s/ Baker Tilly Virchow Krause, LLP |
Southfield, Michigan |
March 27, 2015 |
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Trust & Securities Services department of Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Americas:
We have examined managements assertion, included in the accompanying Managements Assertion of Compliance, that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(4)(iv) 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2014. With respect to servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iii) and 1122(d)(2)(iii), Managements Assertion of Compliance indicates that there were no activities performed during the year ended December 31, 2014 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. The Company has determined the following servicing criteria to be applicable only to the activities the Company performs with respect to the Platform as described below:
| Servicing criterion 1122(d)(1)(iii) is applicable only with respect to the Companys continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is managements interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2014. |
| Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Companys obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements. |
Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing
activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
In our opinion, managements assertion that the Company complied with the aforementioned servicing criteria, as of and for the year ended December 31, 2014, is fairly stated, in all material respects.
/s/KPMG LLP
Chicago, Illinois
February 27, 2015
EXHIBIT 35.1
VW Credit, Inc. Servicer Compliance Statement Under Section 3.9 of the Sale and Servicing
Agreement and Item 1123 of Regulation AB
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2014-1
The undersigned, a duly authorized officer of VW Credit, Inc. (VCI), as Servicer under the Sale and Servicing Agreement dated as of April 30, 2014 (as amended and supplemented, or otherwise modified and in effect from time to time, the Sale and Servicing Agreement), by and among Volkswagen Auto Loan Enhanced Trust 2014-1, as Issuer, Volkswagen Auto Lease/Loan Underwritten Funding, LLC as Seller, VW Credit, Inc., as Servicer, and Deutsche Bank Trust Company Americas, as Indenture Trustee, does hereby certify that:
1. | A review of the activities of the Servicer during the period from April 30, 2014 through December 31, 2014, and of its performance under the Sale and Servicing Agreement was conducted under my supervision. |
2. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout such period. |
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on behalf of the Servicer this twenty-seventh day of March, 2015.
/s/ Horst Meima |
Horst Meima |
Executive Vice President & CFO |
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