EXHIBIT 33.1

                            MANAGEMENT'S ASSERTION ON
                     COMPLIANCE WITH REGULATION AB CRITERIA

         JPMorgan Chase Bank, National Association (the "Asserting Party") is
responsible for assessing compliance as of June 15, 2006 and for the period from
June 16, 2005 through June 15, 2006 (the "Reporting Period") with the servicing
criteria set forth in Section 229.1122(d) of the Code of Federal Regulations
(the "CFR"), except for criteria 229.1122(d) 1(ii)-(iv); 2(iii),(vi); 4(x)-(xv);
in the CFR, which we have concluded are not applicable to the servicing of our
funding trust transactions backed by life insurance receivables and serviced by
the Asserting Party (the "Applicable Servicing Criteria").

         The Asserting Party has assessed its compliance with the Applicable
Servicing Criteria for the Reporting Period and has concluded that the Asserting
Party has complied, in all material respects, with the Applicable Servicing
Criteria for the funding trust transactions backed by life insurance receivables
serviced by the Asserting Party.

         PricewaterhouseCoopers LLP, an independent registered public accounting
firm, has issued an attestation report on the assessment of compliance with the
Applicable Servicing Criteria for the Reporting Period as set forth in this
assertion.

JPMorgan Chase Bank, N.A., as Indenture Trustee



/s/ Joseph Giordano
Joseph Giordano, Sr. Vice President
Date:  August 15, 2006