a305b2.htm

Registration No. 333-187614

securities and exchange commission

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

þ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Laura Carroll DeBolt

U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois 60603

(312) 332-7449

(Name, address and telephone number of agent for service)

BMW AUTO LEASING LLC

(Depositor of the Trusts described in the registration statement)

(Issuer with respect to the Securities)

Delaware	22-2013053
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 Chestnut Ridge Road Woodcliff Lake, New Jersey	07677
(Address of Principal Executive Offices)	(Zip Code)

Asset-Backed Notes

(Title of the Indenture Securities)

______________________________________________

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of September 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago on the 4th of April, 2014.

	By: /s/ Laura Carroll DeBolt Laura Carroll DeBolt Vice President

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 4, 2014

	By: /s/ Laura Carroll DeBolt Laura Carroll DeBolt Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2013

($000’s)

	12/31/2013
Assets
Cash and Balances Due From Depository Institutions	$	8,472,724
Securities		79,357,671
Federal Funds		76,693
Loans & Lease Financing Receivables		232,699,923
Fixed Assets		4,466,915
Intangible Assets		13,365,332
Other Assets		22,039,020
Total Assets	$	360,478,278

Liabilities
Deposits	$	271,150,926
Fed Funds		2,539,914
Treasury Demand Notes		0
Trading Liabilities		432,300
Other Borrowed Money		29,623,570
Acceptances		0
Subordinated Notes and Debentures		5,586,320
Other Liabilities		11,722,618
Total Liabilities	$	321,055,648

Equity
Common and Preferred Stock		18,200
Surplus		14,231,212
Undivided Profits		24,312,465
Minority Interest in Subsidiaries	$	860,753
Total Equity Capital	$	39,422,630

Total Liabilities and Equity Capital	$	360,478,278