PROSPECTUS SUPPLEMENT

     We refer to the notes offered by this prospectus supplement and the accompanying prospectus as either the class A notes or the offered notes. We provide information to you about the offered notes in two separate documents which provide progressively more detailed information. These two documents are:

     You should read both the prospectus and the prospectus supplement to fully understand the offered notes.

     For your convenience, we include cross-references in this prospectus supplement and in the prospectus to captions in these materials where you can find related information. The Table of Contents on pages S-2 and S-3 provides the pages on which you can find these captions.

     The offered notes may not be offered or sold to persons in the United Kingdom in a transaction that results in an offer to the public within the meaning of the securities laws of the United Kingdom.

     For as along as the offered notes are listed on the Irish Stock Exchange, a copy of this prospectus will be available free of charge in electronic format at the office of the paying agent in Ireland and at the office of the trust. Any web addresses provided in this prospectus supplement and the attached prospectus do not form part of the “prospectus” under the Prospectus (Directive 2003/71/EC) Regulations for the purposes of obtaining approval of the prospectus from the Irish Financial Services Regulatory Authority or listing of the offered notes on the Irish Stock Exchange.

     You should carefully consider the following factors in order to understand the structure and characteristics of the offered notes and the potential merits and risks of an investment in the offered notes. Potential investors must review and be familiar with the following risk factors in deciding whether to purchase any offered note. The prospectus describes additional risk factors that you should also consider beginning on page 16 of the prospectus. These risk factors could affect your investment in or return on the offered notes.

     In later sections, we use a few terms that we define in the Glossary at the end of this prospectus supplement. These terms appear in bold face on their first use and in initial capital letters in all cases.

     The issuing entity (the “trust”) is Wachovia Student Loan Trust 2005-1. It is a statutory trust newly formed under Delaware law and under a short-form trust agreement dated November 2, 2005 between the depositor and the eligible lender trustee. The short-form trust agreement will be amended pursuant to an amended and restated trust agreement dated as of the closing date among the depositor, the eligible lender trustee and the administrator. We refer to the short-form trust agreement and the amended and restated trust agreement together as the “trust agreement.”

     After its formation, the trust will not engage in any activity other than:

     The trust may not issue securities other than the notes and the excess distribution certificates. Except for the notes, the trust is also prohibited from borrowing money or making loans to any other person.

     Any amendment to the trust agreement to amend, supplement or modify these permitted activities, or otherwise make any modification that would materially and adversely affect the noteholders, would require the consent of the holders of not less than a majority of the aggregate outstanding principal balance of the notes of the controlling class.

     The trust will be initially capitalized with equity of $100, excluding amounts to be deposited in the capitalized interest account, the add-on consolidation account and the reserve account by the trust on the closing date. The proceeds from the sale of the offered notes will be used to make the initial deposits into the capitalized interest account, the add-on consolidation account and the reserve account and to acquire, on behalf of the trust, the trust student loans. On the closing date, the depositor will use the net proceeds it receives from the contribution of the trust student loans to pay Wachovia Bank and WEF the cash portion of the respective purchase prices for the trust student loans it acquires from Wachovia Bank and WEF under the purchase agreements. The purchase price to Wachovia Bank will also include $ 19,494,000 principal amount of class B notes and a 36.1% ownership interest in the class of excess distribution

certificates issued by the trust. Wachovia Bank will transfer such class B notes and excess distribution certificate to WELF Holding. The trust will acquire the trust student loans from the depositor under a contribution agreement to be dated as of the cutoff date, among the depositor, the interim eligible lender trustee, the trust and the eligible lender trustee. The two excess distribution certificates will initially be owned and retained by the Depositor and WELF Holding, respectively.

     With respect to add-on consolidation loans, the master servicer, or the paying agent at the direction of the master servicer, as applicable, will transfer from the add-on consolidation loan account (but only to the extent of available funds on deposit therein) an amount equal to the principal balance of each add-on consolidation loan plus accrued and unpaid interest, if any, thereon to the applicable lender in repayment of the related student loan, and the principal balance of the related trust student loan will be increased by the same amount.

     The property of the trust will consist of:

     The notes will be secured by the property of the trust. The collection account, the reserve account, the add-on consolidation account and the capitalized interest account will be maintained in the name of the indenture trustee for the benefit of the noteholders and the excess distribution certificateholders. To facilitate servicing and to minimize administrative burden and expense, the master servicer will act, directly or through the sub-servicers or third-party sub-custodians on behalf of the master servicer for the benefit of the trust and the indenture trustee, as custodian(s) of the promissory notes representing the trust student loans and other related documents.

     The principal offices of the trust are located in the State of Delaware, in care of Chase Bank USA, National Association, as eligible lender trustee, at its address and telephone number shown in the section “Eligible Lender Trustee” below.

     Except as disclosed in this prospectus supplement, the trust has not commenced operations since the date of its establishment and no audited financial statement has been prepared since the date of this prospectus supplement. The trust is not required by the laws of

the State of Delaware, and the trust does not intend, to publish any annual audited financial statements.

     The following table illustrates the capitalization of the trust as of the closing date, as if the issuance and sale of the offered notes had taken place on that date:

     Chase Bank USA, National Association is the eligible lender trustee for the trust under the trust agreement. Chase Bank USA, National Association is a national banking association whose principal offices are located at 500 Stanton Christiana Road, FL3/OPS4, Newark, Delaware 19713. The phone number is (302) 552-6279. The eligible lender trustee will acquire on behalf of the trust legal title to all the trust student loans acquired under the contribution agreement. The eligible lender trustee, on behalf of the trust, has entered into a separate guarantee agreement with each of the guarantee agencies described in this prospectus supplement with respect to the trust student loans. The eligible lender trustee qualifies as an eligible lender and the holder of the trust student loans for all purposes under the Higher Education Act and the guarantee agreements. Failure of the trust student loans to be owned by an eligible lender would result in the loss of guarantor and Department of Education payments on the trust student loans. We refer you to “Appendix A—Federal Family Education Loan Program—Eligible Lenders, Students and Educational Institutions” in the prospectus.

     The eligible lender trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the eligible lender trustee in the trust agreement and the contribution agreement. We refer you to “Description of the Notes” in this prospectus supplement and “Transfer and Servicing Agreements” in the prospectus. Affiliates of the depositor maintain banking relations with the eligible lender trustee.

     The trust will use the net proceeds of $1,740,969,000 from the sale of the offered notes to make the initial deposits into the capitalized interest account, the add-on consolidation account and the reserve account and to acquire the trust student loans from the depositor on the closing date under the contribution agreement.

     The depositor will then use the proceeds paid to the depositor by the trust to pay to each of Wachovia Bank and WEF the cash portion of the respective cash purchase prices for the trust student loans purchased by the depositor. The purchase price to Wachovia Bank will also include $19,494,000 principal amount of class B notes and a 36.1% ownership interest in the class of excess distribution certificates issued by the trust. Wachovia Bank will transfer such class B notes and excess distribution certificate to WELF Holding. Expenses incurred to establish the trust and issue the notes (other than fees that are due to the underwriters with respect to the offered notes) are payable by the depositor. An estimate of such expenses, as of the closing date, is $1,500,000.

     The eligible lender trustee, on behalf of the trust, will acquire the pool of trust student loans from the depositor on the closing date, and the trust will be entitled to collections on and proceeds of the trust student loans after the cutoff date. Unless otherwise specified, all information with respect to the trust student loans is presented as of the close of business on September 30, 2005, which is the statistical cutoff date.

     The depositor will purchase the trust student loans from Wachovia Bank and WEF under the applicable purchase agreement. Wachovia Bank and WEF acquired or have received as a capital contribution the trust student loans they are selling to the depositor in the ordinary course of their businesses.

     The trust student loans were selected from the portfolio of student loans owned by Wachovia Bank and WEF or one of their affiliates by employing several criteria, including requirements that each trust student loan as of the statistical cutoff date:

     No trust student loan as of the statistical cutoff date was subject to any existing obligation to sell that loan to a third party.

     The addition of any add-on consolidation loans will not be a sale of a new loan to the trust; rather, such addition will merely serve to increase the principal balance of the existing trust student loan and, in the event of a breach of any representation or warranty, the applicable seller will be required to repurchase the entire trust student loan, including the portion attributable to the add-on consolidation loan.

     The following tables provide a description of specified characteristics of the trust student loans as of the statistical cutoff date. The aggregate outstanding principal balance of the loans in each of the following tables includes the principal balance due from borrowers, plus accrued interest to be capitalized of approximately $9,606,644 as of the statistical cutoff date.

     The distribution by weighted average interest rate applicable to the trust student loans on any date following the statistical cutoff date may vary significantly from that in the following tables as a result of variations in the effective rates of interest applicable to the trust student loans. Moreover, the information below about the weighted average remaining term to maturity of the trust student loans as of the statistical cutoff date may vary significantly from the actual term to maturity of any of the trust student loans as a result of prepayments or the granting of deferral and forbearance periods on any of the trust student loans.

     The following tables also contain information concerning the total number of loans and the total number of borrowers in the portfolio of trust student loans. For ease of administration, the master servicer separates a consolidation loan on its system into two separate loan segments if that consolidation loan has both subsidized and unsubsidized segments. The following tables reflect those loan segments within the number of loans.

     Percentages and dollar amounts in any table may not total 100% of the trust student loan balance, as applicable, due to rounding.

     We determined the weighted average remaining term to maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future. See Appendix A to the prospectus and “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     The Commercial Paper segmentation in the table above is based on the special allowance payment index applicable to the trust student loans. The weighted average annual borrower interest rate shown in the table is exclusive of special allowance payments.

     As of the statistical cutoff date, the weighted average spread, including special allowance payments but excluding any borrower incentives that are currently in place, to the three-month commercial paper rate was at least 2.64%. We refer you to “—Special Allowance Payments” in Appendix A to the prospectus.

     For this purpose, the three-month commercial paper rate is the average of the bond equivalent rates of the three-month commercial paper (financial) rates in effect for each of the days in a calendar quarter as reported by the Federal Reserve in Publication H.15 (or its successor) for that calendar quarter.

     The following table provides information about the trust student loans regarding the loan type.

     We determined the interest rates shown in the table above using the interest rates applicable to the trust student loans as of the statistical cutoff date. Because most of the trust student loans bear interest at various fixed rate and because trust student loans with different interest rates are likely to be repaid at different rates, this information will not remain applicable to the trust student loans in the future. See Appendix A to the prospectus and “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     The following table provides information about the trust student loans regarding the days of delinquency.

     We have determined the numbers of months remaining to scheduled maturity shown in the table from the statistical cutoff date to the stated maturity date of the applicable trust student loan without giving effect to any deferral or forbearance periods that may be granted in the future. See Appendix A to the prospectus and “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     Current borrower payment status refers to the status of the borrower of each trust student loan as of the statistical cutoff date. The borrower:

See Appendix A to the prospectus and “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     The weighted average number of months in repayment for all trust student loans currently in repayment is approximately 12.6, calculated as the term to maturity at the commencement of repayment less the number of months remaining to scheduled maturity as of the statistical cutoff date.

     We have determined the scheduled months in status shown in the table without giving effect to any deferral or forbearance periods that may be granted in the future. See Appendix A to the prospectus and “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     We have based the geographic distribution shown in the table on the billing addresses of the borrowers of the trust student loans shown on the master servicer’s records as of the statistical cutoff date.

     Each of the trust student loans provides or will provide for the amortization of its outstanding principal balance over a series of regular payments. Except as described below, each regular payment consists of an installment of interest which is calculated on the basis of the outstanding principal balance of the trust student loan. The amount received is applied first to interest accrued to the date of payment and the balance of the payment, if any, is applied to reduce the unpaid principal balance. Accordingly, if a borrower pays a regular installment before its scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if a borrower pays a monthly installment after its

scheduled due date, the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly less. In addition, if a borrower pays a monthly installment after its scheduled due date, the borrower may owe a fee on that late payment. If a late fee is applied, such payment will be applied first to the applicable late fee, second to interest and third to principal. As a result, the portion of the payment applied to reduce the unpaid principal balance may be less than it would have been had the payment been made as scheduled.

     In either case, subject to any applicable deferral periods or forbearance periods, and except as provided below, the borrower pays a regular installment until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding principal balance of that trust student loan.

     Each of Wachovia Bank and WEF makes available through the master servicer and the sub-servicers, to the borrowers of student loans it holds, payment terms that may result in the lengthening of the remaining term of the student loans. For example, not all of the loans owned by Wachovia Bank or WEF provide for level payments throughout the repayment term of the loans. Some student loans provide for interest only payments to be made for a designated portion of the term of the loans, with amortization of the principal of the loans occurring only when payments increase in the latter stage of the term of the loans. Other loans provide for a graduated phase in of the amortization of principal with a greater portion of principal amortization being required in the latter stages than would be the case if amortization were on a level payment basis. Each of Wachovia Bank and WEF also offers, through the master servicer, an income-sensitive repayment plan, under which repayments are based on the borrower’s income. Under that plan, ultimate repayment may be delayed up to five years. Borrowers under trust student loans will continue to be eligible for the graduated payment and income-sensitive repayment plans. We refer you to “The Student Loan Pools—The Student Loan Financing Business of Wachovia” in the prospectus.

     The following table provides certain information about trust student loans subject to the repayment terms described in the preceding paragraphs.

     The master servicer at the request of Wachovia Bank or the depositor and on behalf of the trust, may in the future offer repayment terms similar to those described above to borrowers of

loans in the trust who are not entitled to these repayment terms as of the statistical cutoff date. If repayment terms are offered to borrowers, the weighted average life of the securities could be lengthened.

     All of the trust student loans were disbursed on or after October 1, 1993 and, accordingly, are 98% guaranteed by the applicable guarantor, and reinsured against default by the Department. Student loans disbursed prior to October 1, 1993 are 100% guaranteed by the applicable guarantor, and reinsured against default by the Department of Education. We refer you to “Appendix A—Federal Family Education Loan Program—Guarantee Agencies under FFELP” in the prospectus.

     The Higher Education Act authorizes the Department of Education to recognize lenders and lender servicers (as agent for the eligible lender) for an exceptional level of performance in servicing FFELP loans. A lender or lender servicer designated for exceptional performance can receive 100% reimbursement on all claims submitted for insurance provided that the lender or lender servicer meets and maintains all requirements for achieving its designation. The Secretary of Education may revoke exceptional performance status if, among other things, subsequent audits of a servicer’s servicing operations fail to meet certain due diligence standards, the required audits are not provided to the Secretary or the Secretary determines that an overall level of regulatory compliance has not been maintained. If the Secretary of Education revokes a servicer’s exceptional performer status on a retroactive basis, the Secretary may hold the servicer and the holders of student loans serviced by such servicer jointly and severally liable for reimbursement to the relevant guaranty agencies of amounts paid during such retroactive period in excess of the standard default insurance rate of 98%. If the Secretary makes a demand upon the holders of such student loans to make such reimbursement payment, the master servicer has agreed to reimburse the relevant guaranty agencies directly for any such amount under the master servicing agreement in accordance with the procedures under the Higher Education Act. The sub-servicers were granted exceptional performance status for the periods shown below:

     So long as such exceptional performance status remains in effect, all student loans serviced by ACS Education Services, Inc. and The Pennsylvania Higher Education Assistance Agency, doing business nationally as American Education Services, including the student loans to be acquired with the proceeds of the offered notes, will be eligible to receive 100% reimbursement on any claim submitted for payment. We sometimes refer to ACS Education Services, Inc. as ACS and American Education Services as AES. These periods may be extended beyond such dates provided ACS and AES meet the Department of Education’s requirements to maintain such designation. There can be no assurance that ACS and AES will maintain their exceptional performance status in the future. Failure to maintain exceptional performance status in the future is not a default under their respective sub-servicing agreements.

     The following table provides information with respect to the distribution of the trust student loans by sub-servicer:

     General. Each trust student loan is required to be guaranteed as to at least 98% of the principal and interest by one of the guarantee agencies described below and reinsured by the Department of Education under the Higher Education Act and must be eligible for special allowance payments and, in the case of some trust student loans, interest subsidy payments by the Department of Education.

     No insurance premium is charged to a borrower or a lender in connection with a consolidation loan. However, FFELP lenders must pay a monthly rebate fee to the Department of Education at an annualized rate of 1.05% on principal of and interest on consolidation loans disbursed on or after October 1, 1993, from applications received prior to October 1, 1998, and after January 31, 1999, or at an annualized rate of 0.62% on consolidation loans for which consolidation loan applications were received between October 1, 1998 and January 31, 1999. The trust will pay this consolidation loan rebate prior to calculating Available Funds.

     Guarantee Agencies for the Trust Student Loans. The eligible lender trustee has entered into a separate guarantee agreement with each of the guarantee agencies listed below, under which each of the guarantors has agreed to serve as guarantor for specified trust student loans.

     Under the Higher Education Amendments of 1992, if the Department of Education has determined that a guarantee agency is unable to meet its insurance obligations, a loan holder may submit claims directly to the Department of Education and the Department of Education is required to pay the full guarantee payment in accordance with guarantee claim processing standards no more stringent than those of the guarantee agency. However, the Department of Education’s obligation to pay guarantee claims directly in this fashion is contingent upon the Department of Education making the determination referred to above. We cannot assure you that the Department of Education would ever make such a determination with respect to a guarantee agency or, if such a determination was made, whether that determination or the ultimate payment of guarantee claims would be made in a timely manner. We refer you to

“Appendix A—Federal Family Education Loan Program—Guarantee Agencies under FFELP” in the prospectus.

     The following table provides information with respect to the portion of the trust student loans guaranteed by each guarantor:

     Some historical information about the guarantee agency that guarantees trust student loans comprising at least 10% of the initial Pool Balance is provided below. For purposes of the following tables we refer to this guarantee agency as “Significant Guarantor.” The information shown for the Significant Guarantor relates to all student loans, including but not limited to trust student loans, guaranteed by the Significant Guarantor.

     We obtained the information in these tables from various sources, including from the Significant Guarantor itself or, if not available from the Significant Guarantor, from Department of Education publications and data. None of the depositor, the trust, Wachovia Bank, WEF, or the underwriters have audited or independently verified this information for accuracy or completeness. However, this information has been accurately reproduced and as far as the depositor is aware and is able to ascertain from information published by the Significant Guarantor, no facts have been omitted which would render the reproduced information inaccurate or misleading.

     Guarantee Volume. The following table describes the approximate aggregate principal amount of federally reinsured student loans, excluding consolidation loans, that first became guaranteed by the Significant Guarantor and by all guarantee agencies, including but not limited to those guaranteeing trust student loans, in each of the last five federal fiscal years:

     Reserve Ratio. The Significant Guarantor’s reserve ratio is determined by dividing its cumulative cash reserves by the original principal amount of the outstanding loans it has agreed to guarantee. For this purpose:

     The following table shows the Significant Guarantor’s reserve ratio for the five federal fiscal years from 2001 shown for which information is available:

     Recovery Rates. A guarantor’s recovery rate, which provides a measure of the effectiveness of the collection efforts against defaulting borrowers after the guarantee claim has been satisfied, is determined for each year by dividing the cumulative amount recovered from borrowers by the guarantor by the cumulative aggregate amount of default claims paid by the guarantor. The table below shows the cumulative recovery rates for the Significant Guarantor for the five federal fiscal years from 2001:

     Claims Rate. The following table shows the claims rates of the Significant Guarantor for the last five federal fiscal years:

     The Department of Education is required to make reinsurance payments to guarantors with respect to FFELP loans in default. This requirement is subject to specified reductions when the guarantor’s claims rate for a fiscal year equals or exceeds certain trigger percentages of the aggregate original principal amount of the FFELP loans guaranteed by that guarantor that are in repayment on the last day of the prior fiscal year. We refer you to “Appendix A—Federal Family Education Loan Program” to the prospectus.

     Each guarantee agency’s guarantee obligations with respect to any trust student loan is conditioned upon the satisfaction of all the conditions in the applicable guarantee agreement. These conditions include, but are not limited to, generally the following:

     Failure to comply with any of the applicable conditions, including those listed above, may result in the refusal of the guarantee agency to honor its guarantee agreement on the trust student loan, in the denial of guarantee coverage for certain accrued interest amounts or in the loss of certain interest subsidy payments and special allowance payments.

     Prospective investors may consult the Department of Education Data Books for further information concerning the guarantors.

     Wachovia Bank, WEF, the depositor or the master servicer, as applicable, will be obligated to purchase (or, in the case of the depositor, to reacquire) or to substitute qualified substitute student loans for, any trust student loan in the event of a breach of certain representations, warranties or covenants concerning the trust student loan which has a material adverse effect on the interest of the trust, following a period during which the breach may be cured. However, any breach that relates to compliance with the requirements of the Higher Education Act or the applicable guarantor but that does not affect that guarantor’s obligation to guarantee payment of a trust student loan will not be considered to have a material adverse effect. In addition, a finding by the Department of Education that the Higher Education Act was violated or that a loan is no longer insured because of a violation of the Higher Education Act may be required prior to the trust being able to enforce the agreement.

     For purposes of trust student loans the cure period will be 210 days. However, in the case of breaches that may be cured by the reinstatement of the guarantor’s guarantee of the trust student loan, the cure period will be 360 days. In each case the cure period begins on the earlier of the date on which the breach is discovered and the date of the receipt by the master servicer or the related sub-servicer of the guarantor reject transmittal form with respect to the trust student loan. The purchase, reacquisition or substitution will be made not later than the end of the 210-day cure period or not later than the 60^th day following the end of the 360-day cure period, as applicable.

     Notwithstanding the foregoing, if as of the last business day of any month the aggregate principal amount of trust student loans for which claims have been filed with and rejected by a

guarantor as a result of a breach by the depositor, the master servicer or a sub-servicer or for which the master servicer or the related sub-servicer determines that claims cannot be filed pursuant to the Higher Education Act as a result of such a breach exceeds 1% of the Pool Balance, then the master servicer or the depositor, as applicable, will be required to purchase or reacquire, within 30 days of a written request by the eligible lender trustee or the indenture trustee, affected trust student loans in an aggregate principal amount so that after the purchases or reacquisitions the aggregate principal amount of affected trust student loans is less than 1% of the Pool Balance. The trust student loans to be purchased by the master servicer or to be reacquired by the depositor pursuant to the preceding sentence will be based on the date of final claim rejection, with the trust student loans with the earliest of these dates to be purchased or reacquired first. We refer you to “Servicing and Administration—Master Servicer Covenants” and “Transfer and Servicing Agreements—Contribution of Student Loans to the Trust; Representations and Warranties of the Depositor” and “—Purchase of Student Loans by the Depositor; Representations and Warranties of the Originators” in the prospectus.

     Due to a Department of Education policy limiting the granting of new lender identification numbers, the eligible lender trustee will be allowed under the trust agreement to permit other trusts established by the depositor to securitize student loans to use the Department of Education lender identification number applicable to the trust. In that event, the billings submitted to the Department of Education for interest subsidy and special allowance payments on loans in the trust would be consolidated with the billings for the payments for student loans in other trusts using the same lender identification number and payments on the billings would be made by the Department of Education in lump sum form. These lump sum payments would then be allocated among the various trusts using the same lender identification number.

     In addition, the sharing of the lender identification number with other trusts may result in the receipt of claim payments from guarantee agencies in lump sum form. In that event, these payments would be allocated among the trusts in a manner similar to the allocation process for interest subsidy and special allowance payments.

     The Department of Education regards the eligible lender trustee as the party primarily responsible to the Department of Education for any liabilities owed to the Department of Education or guarantee agencies resulting from the eligible lender trustee’s activities in the FFELP. As a result, if the Department of Education or a guarantee agency were to determine that the eligible lender trustee owes a liability to the Department of Education or a guarantee agency on any student loan included in a trust using the shared lender identification number, the Department of Education or that guarantee agency would be likely to collect that liability by offset against amounts due the eligible lender trustee under the shared lender identification number, including amounts owed in connection with the trust.

     In addition, other trusts using the shared lender identification number may in a given quarter incur consolidation origination fees that exceed the interest subsidy and special allowance payments payable by the Department of Education on the loans in the other trusts, resulting in the consolidated payment from the Department of Education received by the eligible

lender trustee under the lender identification number for that quarter equaling an amount that is less than the amount owed by the Department of Education on the loans in the trust for that quarter.

     The master servicing agreement and sub-servicing agreements for the trust and the master servicing agreements and the sub-servicing agreements for the other trusts established by the depositor that share the lender identification number to be used by the trust will require any trust to indemnify the other trusts against a shortfall or an offset by the Department of Education or a guarantee agency arising from the student loans held by the eligible lender trustee on the trust’s behalf.

     We refer you to “Transfer and Servicing Agreements” and “Servicing and Administration” of the prospectus for the description of the master servicing agreement.

     The Pennsylvania Higher Education Assistance Agency, doing business nationally as American Education Services, services student loans that it owns and provides third party servicing for student loans owned by others. AES also offers “remote” servicing, which is limited to data processing functions. At September 30, 2005, AES serviced approximately 5.2 million student loans with an aggregate principal balance of approximately $36.4 billion and provided “remote” servicing for approximately 3.8 million additional loans with an aggregate principal balance of approximately $14.4 billion. At September 30, 2004, AES serviced approximately 4.6 million student loans with an aggregate principal balance of approximately $27.6 billion and provided “remote” servicing for approximately 3 million additional loans with an aggregate principal balance of approximately $10.4 billion.

     AES has been designated by the Department of Education as a servicer with an exceptional level of performance. Lenders which have their student loans serviced by servicers who are designated as having an exceptional level of performance will receive 100% reimbursement on all claims submitted for insurance provided that the lender’s servicer meets and maintains all requirements for achieving its exceptional performance designation. Thus, for as long as the Department of Education maintains its designation of AES as a servicer with an exceptional level of performance, the student loans serviced by AES will be reinsured by the Department of Education up to a maximum of 100%. We refer you to “The Trust Student Loan Pool—Exceptional Performance Status” in this prospectus supplement.

     We obtained the information above about AES from AES and none of the depositor, the trust, Wachovia Bank, WEF, or the underwriters have audited or independently verified this information for accuracy or completeness. As far as the depositor is aware and is able to ascertain from information published by AES, no facts have been omitted which would render the reproduced information inaccurate or misleading.

     Under the sub-servicing agreement with the master servicer, AES has agreed to service and perform all other related tasks with respect to, certain of the student loans. AES is required to perform all services and duties customary to the servicing of student loans in compliance with

all applicable standards and procedures. We refer you to “Servicing and Administration—Servicing Procedures” in the accompanying prospectus.

     ACS Education Services, Inc. is a for-profit corporation and a wholly-owned subsidiary of Affiliated Computer Services, Inc. (“ACSI”). Headquartered in Dallas, Texas, ACSI is a Fortune 500 company providing business process and technology outsourcing solutions to world-class commercial and government clients. ACSI’s Class A common stock trades on the New York Stock Exchange under the symbol “ACS”. As of September 30, 2005, ACS provided loan servicing for approximately $113 billion in student and parental loans, including approximately $87 billion in Federal Direct Student Loans under contract with the Department of Education. ACS has its headquarters at One World Trade Center, Suite 2200, Long Beach, California 90831, and has regional processing centers in Long Beach and Bakersfield, California; Utica, New York; and Lombard, Illinois.

     In March 2005, ACS received the exceptional performer designation from the Department of Education. As a result, lenders serviced by ACS are eligible to receive 100% reimbursement on all claims submitted for insurance, and will not be subject to the 2% risk sharing loss otherwise applicable, as long as ACS retains the exceptional performer designation. ACS could lose its exceptional performer designation as a result of a variety of factors, including changes to the Higher Education Act, or if subsequent audits fail to meet the standards of the Department of Education for such continuing such designation. We refer you to “The Trust Student Loan Pool—Exceptional Performance Status” in this prospectus supplement.

     We obtained the information above about ACS from ACS and none of the depositor, the trust, Wachovia Bank, WEF, or the underwriters have audited or independently verified this information for accuracy or completeness. As far as the depositor is aware and is able to ascertain from information published by ACS, no facts have been omitted which would render the reproduced information inaccurate or misleading.

     Under the sub-servicing agreement with the master servicer, ACS has agreed to service and perform all other related tasks with respect to, certain of the student loans. ACS is required to perform all services and duties customary to the servicing of student loans in compliance with all applicable standards and procedures. We refer you to “Servicing and Administration—Servicing Procedures” in the accompanying prospectus.

     The notes will be issued under an indenture in the form filed as an exhibit to the registration statement of which this prospectus supplement is a part. The following summary describes some terms of the notes, the indenture and the trust agreement. The prospectus describes other terms of the notes. We refer you to “Description of the Notes” and “Certain Information Regarding the Securities” in the prospectus. The following summary does not cover every detail and is subject to the provisions of the notes, the indenture and the trust agreement, copies of which may be obtained as described under “Listing and General Information”.

The Class A Notes

     Distributions of Interest. Interest will accrue on the outstanding principal balances of the class A notes at their respective interest rates. Interest will accrue during each applicable accrual period and will be payable to the class A noteholders quarterly on each distribution date. Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date together with an amount equal to interest on the unpaid amount at the applicable rate per annum specified in the definition of Class A Note Interest Shortfall in the Glossary. Interest payments on the class A notes for any distribution date will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions). We refer you to “—Distributions” and “—Credit Enhancement” in this prospectus supplement. If these sources are insufficient to pay the Class A Noteholders’ Interest Distribution Amount for that distribution date, the shortfall will be allocated pro rata to the class A noteholders, based upon the total amount of interest then due on each class of class A notes.

     The interest rate for each class of class A notes for each accrual period will be equal to the sum of three-month LIBOR, except for the first accrual period, and the following applicable spread:

     LIBOR for the first accrual period will be determined by the following formula:

     The administrator will determine LIBOR for the specified maturity for each accrual period on the second business day before the beginning of that accrual period, as described under “Description of the Notes—Principal and Interest of Notes—Determination of LIBOR” in the prospectus.

     Distributions of Principal. Principal payments will be made to the class A noteholders on each distribution date in an amount generally equal to the Principal Distribution Amount times the Class A Percentage for that distribution date, until the principal balance of each class of

the class A notes is reduced to zero. Principal payments on the class A notes will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions). We refer you to “—Distributions,” “—Credit Enhancement” and “—The Notes—The Class B Notes—Subordination of the Class B Notes” in this prospectus supplement. If these sources are insufficient to pay the Class A Noteholders’ Principal Distribution Amount for a distribution date, the shortfall will be added to the principal payable to the class A noteholders on subsequent distribution dates. Amounts on deposit in the reserve account, other than amounts in excess of the Specified Reserve Account Balance, will not be available to make principal payments on the class A notes except at maturity of the applicable class of notes or on the final distribution upon termination of the trust.

     Principal payments will be applied on each distribution date in the priorities set forth under “—Distributions” below.

     However, notwithstanding any other provision to the contrary, following the occurrence of an event of default and the exercise by the indenture trustee of remedies under the indenture, principal payments on the class A notes will be made pro rata, without preference or priority.

     The aggregate outstanding principal balance of each class of class A notes will be due and payable in full on its final scheduled distribution date. The actual date on which the aggregate outstanding principal and accrued interest of a class of class A notes is paid may be earlier than its final scheduled distribution date, based on a variety of factors as described in “You Will Bear Prepayment and Extension Risk Due To Actions Taken By Individual Borrowers And Other Variables Beyond Our Control” under “Risk Factors” in the prospectus.

     Distributions of Interest. Interest will accrue on the principal balance of the class B notes at the class B interest rate. Interest will accrue during each accrual period and will be payable to the class B noteholders quarterly on each distribution date. Interest accrued as of any distribution date but not paid on that distribution date will be due on the next distribution date, together with, to the extent permitted by applicable law, an amount equal to interest on the unpaid amount at the class B interest rate. Interest payments on the class B notes for any distribution date will generally be funded from Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions). We refer you to “—Distributions,” “—Credit Enhancement—Reserve Account” and “—Subordination of the Class B Notes” below.

     The interest rate for the class B notes with respect to each accrual period will be equal to three-month LIBOR, except for the first accrual period, plus 0.30%. The administrator will determine LIBOR for the class B notes for each accrual period in the same manner as for the class A notes.

     Distributions of Principal. Principal payments will be made to the class B noteholders on each distribution date on and after the Stepdown Date, provided that a Trigger Event has not occurred and is continuing, in an amount generally equal to the Class B Noteholders’ Principal

Distribution Amount for that distribution date. Principal payable on any distribution date will generally be funded from the portion of Available Funds and the other sources of funds for payment described in this prospectus supplement (subject to all prior required distributions). Amounts on deposit in the reserve account (other than amounts in excess of the Specified Reserve Account Balance) will not be available to make principal payments on the class B notes except at their maturity and on the final distribution upon termination of the trust. We refer you to “—Distributions” and “—Credit Enhancement—Reserve Account” in this prospectus supplement.

     The outstanding principal balance of the class B notes will be due and payable in full on the class B final scheduled distribution date. The actual date on which the final distribution on the class B notes will be made may be earlier than the class B final scheduled distribution date, however, based on a variety of factors.

     Subordination of the Class B Notes. On any distribution date, distributions of interest on the class B notes will be subordinated to the payment of interest on the class A notes, and principal payments on the class B notes will be subordinated to the payment of both interest and principal on the class A notes. Consequently, on any distribution date, Available Funds, amounts on deposit in the reserve account and through the July 2007 distribution date, amounts on deposit in the capitalized interest account remaining after payment of the master servicing fee, the indenture trustee’s fee and expenses, the eligible lender trustee’s fee and expenses and the administration fee will be applied to the payment of interest on the class A notes prior to any payment of interest on the class B notes, and no payments of the principal balance on the class B notes will be made until the class A notes have received the applicable class A noteholders principal distribution amount.

     Notwithstanding the foregoing, if

     (1) on any distribution date following distributions under clauses (a) through (j) under “—Distributions—Distributions from the Collection Account” to be made on that distribution date, the outstanding principal balance of the class A notes, would be in excess of:

     (2) an event of default under the indenture affecting the class A notes has occurred and is continuing,

then, until the conditions described in (1) or (2) above no longer exist, the amounts on deposit in the collection account and the reserve account will be applied on that distribution date to the payment of the Class A Noteholders’ Distribution Amount before any amounts are applied to the payment of the Class B Noteholders’ Distribution Amount.

     The administrator will establish and maintain the collection account for the benefit of the noteholders and the excess distribution certificateholders, in the name of the indenture trustee, into which all payments on the trust student loans will be deposited. The administrator will also establish the reserve account, the add-on consolidation account and the capitalized interest account for the benefit of the noteholders and the excess distribution certificateholders, in the name of the indenture trustee.

     The administrator will invest funds in the collection account, the capitalized interest account, the add-on consolidation account and the reserve account in eligible investments as provided in the indenture. Eligible investments are generally limited to investments acceptable to the rating agencies as being consistent with the ratings of the offered notes. Subject to some conditions, eligible investments may include debt instruments or other obligations (including asset-backed securities) issued by the depositor or their affiliates, other trusts originated by the depositor or its affiliates or third parties and repurchase obligations of such persons with respect to federally guaranteed student loans that are serviced by the master servicer or an affiliate thereof. Eligible investments are limited to obligations or debt instruments that are expected to mature not later than the business day immediately preceding the next distribution date or the next monthly payment date, to the extent of the master servicing fee and the administration fee.

     The Higher Education Act permits borrowers to add additional eligible education loans to an existing consolidation loan up to 180 days after the origination of such consolidation loan. If the borrower of a trust student loan wanted to include an additional student loan in that borrower’s existing consolidation loan and if the trust could not fund such additional student loan, the related trust student loan would have to be removed from the trust and treated as having been prepaid in full. To mitigate this effect, during the consolidation loan add-on period, which is the period from the closing date through March 31, 2006, the trust will be permitted to acquire add-on consolidation loans, which would increase the outstanding principal balance of an existing trust student loan, but only to the extent of funds on deposit in the add-on consolidation loan account.

     On the closing date, the depositor will fund the add-on consolidation loan account with proceeds from the sale of the offered notes in an amount equal to $4,000,000. No additional deposits will be made into the add-on consolidation loan account. Amounts may be withdrawn

from time to time during the consolidation loan add-on period to acquire add-on consolidation loans and for no other purposes. Add-on consolidation loans will be added to the trust at a price equal to their outstanding principal balance plus accrued and unpaid interest, if any, thereon, and following such acquisition, the outstanding principal balance of the related trust student loan will be increased by an identical amount. To the extent any funds remain on deposit in the add-on consolidation loan account at the end of the consolidation loan add-on period, all such amounts will be transferred to the collection account on the next business day and included as part of Available Funds on the April 2006 distribution date.

     The master servicer will be entitled to receive the master servicing fee as compensation for performing the functions as master servicer for the trust. The master servicing fee will be payable on each monthly payment date and will be paid solely out of Available Funds and amounts on deposit in the capitalized interest account (through the July 2007 distribution date) and the reserve account on that date.

     The master servicer will be solely responsible for all compensation due to the sub-servicers for the performance of their respective obligations under the related sub-servicing agreements. Each sub-servicer will be paid directly by the master servicer for services rendered under each sub-servicing agreement.

     Deposits into the Collection Account. On or before the business day immediately prior to each distribution date, the master servicer and the administrator will provide the indenture trustee and the paying agent with certain information as to the preceding collection period, including the amount of Available Funds received from the trust student loans and the aggregate purchase amount of the trust student loans to be repurchased or to be reacquired, as applicable, from the trust by Wachovia Bank, WEF, the depositor or the master servicer.

     The master servicer and each sub-servicer will deposit all payments on the relevant trust student loans and all proceeds of the relevant trust student loans collected by it during each collection period into the collection account within two business days of receipt and if the payment is not readily identifiable as a payment on a trust student loan, within two business days of being so identified. The eligible lender trustee will deposit all interest subsidy payments and all special allowance payments on the trust student loans received by it for each collection period into the collection account within two business days of receipt and if the payment is not readily identifiable as a payment on a trust student loan, within two business days of being so identified.

     Distributions from the Collection Account. On each monthly payment date that is not a distribution date, the administrator will instruct the paying agent to pay to the master servicer the master servicing fee and to the administrator the administration fee from amounts on deposit in the collection account.

     On or before each distribution date, the administrator will instruct the paying agent to make the following deposits and distributions in the amounts and in the order of priority shown below, except as otherwise provided under “Description of the Notes—The Notes—The Class B

Notes — Subordination of the Class B Notes” and “ — The Class A Notes — Distributions of Principal,” to the extent of the Available Funds for that distribution date, amounts transferred from the capitalized interest account through the July 2007 distribution date with respect to clauses (a) through (d) below for that distribution date and amounts transferred from the reserve account with respect to that distribution date:

     (a) to the indenture trustee, the eligible lender trustee and the master servicer, pro rata, the indenture trustee’s fee and expenses, the eligible lender trustee’s fee and expenses and the master servicing fee due on that distribution date; provided that, the aggregate amount of the expenses to be paid to the indenture trustee and the eligible lender trustee pursuant to this clause shall not exceed $25,000 in any given calendar year;

     (b) to the administrator, the administration fee due on that distribution date and all prior unpaid administration fees;

     (c) to the class A noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata, based on the amounts payable as Class A Noteholders’ Interest Distribution Amount;

     (d) to the class B noteholders, the Class B Noteholders’ Interest Distribution Amount;

     (e) to the class A-1 noteholders until paid in full, the Class A Noteholders’ Principal Distribution Amount;

     (f) on each distribution date after the class A-1 notes have been paid in full, to the class A-2 noteholders until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

     (g) on each distribution date after the class A-2 notes have been paid in full, to the class A-3 noteholders until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

     (h) on each distribution date after the class A-3 notes have been paid in full, to the class A-4 noteholders until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

     (i) on each distribution date after the class A-4 notes have been paid in full, to the class A-5 noteholders until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

     (j) on each distribution date after the class A-5 notes have been paid in full, to the class A-6 noteholders until paid in full, any remaining Class A Noteholders’ Principal Distribution Amount;

     (k) on each distribution date on and after the Stepdown Date and provided that no Trigger Event is in effect on such distribution date, to the class B Noteholders until paid in full, the Class B Noteholders’ Principal Distribution Amount;

     (l) to the reserve account, the amount, if any, necessary to reinstate the balance of the reserve account to the Specified Reserve Account Balance; and

     (m) to the excess distribution certificateholders (initially, the depositor and WELF Holding), any remaining amounts after application of the preceding clauses.

     For the purposes of clause (a) above, the references to “eligible lender trustee” shall include Chase Bank USA, National Association in its capacity as interim eligible lender trustee.

     Notwithstanding the foregoing, in the event the master servicer fails to exercise its purchase option, on each subsequent distribution date on which the Pool Balance as of the end of the related collection period is equal to 10% or less of the initial Pool Balance, the administrator will direct the paying agent to distribute as accelerated payments of principal on the notes all amounts that would otherwise be paid to the excess distribution certificateholders.

     Beginning on the distribution date on which the notes have been paid in full (together with any unpaid fees of the master servicer, the indenture trustee, the eligible lender trustee and the administrator), the remainder of the principal distribution amount, if any, and on each subsequent distribution date, will be paid to the holders of record of the excess distribution certificates. The excess distribution certificates will initially be owned by the depositor and WELF Holding.

     For so long as the offered notes are listed on the Irish Stock Exchange and the rules of such exchange so require, the trust will be required to have a paying agent in Ireland and to give prompt written notice to each holder and publish in an authorized newspaper, which is expected to be the Daily Official List, notice of the appointment, termination or change in the location of any such office or agency.

     Noteholders will have the voting rights and remedies described in the prospectus. Except as otherwise described in the indenture and in the accompanying prospectus where references are made to actions taken by holders of a specific amount of the controlling class, the notes will all vote and exercise remedies together as if they were a single class. We refer you to “Description of the Notes — The Indenture — Events of Default; Rights Upon Event of Default” in the prospectus.

     For the purposes of this prospectus supplement and the accompanying prospectus, “controlling class” means the class A notes as long as any class A notes are outstanding. As a result, holders of the class A notes generally will vote together as a single class under the indenture. Upon payment in full of the class A notes, the class B notes will be the controlling class.

     If the indenture trustee receives conflicting or inconsistent requests and indemnity from two or more groups of noteholders, each representing less than a majority of the outstanding amount of the notes, the indenture trustee in its sole discretion will determine what action, if any, shall be taken, notwithstanding any other provisions of the indenture.

     Except as otherwise described in the basic documents, any notes owned by the trust, the depositor, an originator, the sponsor, the master servicer or any of their respective affiliates will be entitled to benefits under such documents equally and proportionately to the benefits afforded other owners of notes except that such notes will be disregarded and deemed not to be outstanding for the purposes of determining whether the requisite percentage of noteholders have given any request, demand, authorization, direction, notice, consent or waiver under such documents unless the trust, the depositor, such originator, the sponsor, the master servicer or such affiliates own all of the notes of the trust.

     The Trust Indenture Act of 1939, as amended (the “TIA”), requires that upon the occurrence of an event of default, the indenture trustee will be required to resign, and a replacement indenture trustee will be appointed, if, within one year of such event of default, the indenture trustee, or any of its directors or executive officers, is, or is affiliated with, an underwriter (as defined in the TIA) of any of the notes.

     Reserve Account. The administrator will establish and maintain a reserve account as an asset of the trust in the name of the indenture trustee. The trust will make an initial deposit from the net proceeds from the sale of the notes into the reserve account on the closing date. The deposit will be in cash or eligible investments equal to $4,451,570.

     Funds in the reserve account may be replenished on each distribution date by additional funds available after all prior required distributions have been made. We refer you to “Description of the Notes — Distributions” in this prospectus supplement.

     Amounts in the reserve account on any distribution date in excess of the specified reserve account balance, after payments described below, will be deposited into the collection account for distribution on that distribution date.

     The specified reserve account balance is the amount required to be maintained in the reserve account.

     The specified reserve account balance for any distribution date will be equal to the greater of:

     A collection period is the three-month period ending on the last day of March, June, September or December, in each case for the distribution date in the following month. However, the first collection period will be the period from but excluding the cutoff date to and including December 31, 2005.

     The specified reserve account balance will be subject to adjustment as described in this prospectus supplement. In no event will it exceed the outstanding balance of the notes.

     The reserve account will be available on each distribution date to cover any shortfalls in payments of the master servicing fee, the indenture trustee’s fee and expenses, the eligible lender trustee’s fee and expenses, the administration fee, the class A noteholders’ interest distribution amount and the class B noteholders’ interest distribution amount after application of such amounts from the capitalized interest account, if any.

     In addition, the reserve account will be available:

     The reserve account enhances the likelihood of payment to noteholders. In certain circumstances, however, the reserve account could be depleted. This depletion could result in shortfalls in distributions to noteholders.

     If the market value of the reserve account on any distribution date is sufficient to pay the remaining principal and interest accrued on the notes, amounts on deposit in the reserve account will be so applied on that distribution date.

     Capitalized Interest Account. The administrator will establish and maintain a capitalized interest account as an asset of the trust in the name of the indenture trustee. The trust will make an initial deposit from the net proceeds of the sale of the notes into the capitalized interest account on the closing date. The deposit will be in cash or eligible investments equal to $16,000,000.

     On and prior to the July 2007 distribution date, funds in the capitalized interest account will be available to cover shortfalls in payments of master service fee, indenture trustee’s fee and expenses, eligible lender trustee’s fee and expenses, administration fee and interest due to the class A noteholders and thereafter, shortfalls in payments of interest to class B noteholders after application of funds available in the collection account at the end of the related collection period but before application of the reserve account.

     Funds in the capitalized interest account will not be replenished.

     All remaining funds on deposit in the capitalized interest account on the July 2007 distribution date will be transferred to the collection account and included in available funds on that distribution date.

     The capitalized interest account further enhances the likelihood of timely interest payments to noteholders through the July 2007 distribution date. Because it will not be

replenished, in certain circumstances, the capitalized interest account could be depleted. This depletion could result in shortfalls in interest distributions to noteholders.

     Subordination of the Class B Notes. Payments of interest on the class B notes will be subordinate to the payments of interest on the class A notes. Payments of principal on the class B notes will be subordinate to the payment of both interest and principal on the class A notes.

     Subordination of the Excess Distribution Certificates. The excess distribution certificateholders are entitled to receive payments collected on the trust student loans which are not used by the trust to make other required payments. The excess distribution certificates will be subordinated in priority of payment to all classes of notes. The excess distribution certificates will not receive any payment on any distribution date until all of the principal and interest owing on the notes on that distribution date have been paid in full (together with any unpaid fees of the master servicer, the indenture trustee, the eligible lender trustee and the administrator) and the reserve account has been funded to its required level.

     As compensation for the performance of the administrator’s obligations under the administration agreement and as reimbursement for its related expenses, the administrator will be entitled to an administration fee in an amount equal to the sum of 1/12th of 0.003% of the outstanding principal amount of the trust student loans as of the first day of the preceding calendar month. The administration fee will be payable in arrears out of available funds and, to the extent required, amounts on deposit in the reserve account and through the July 2007 distribution date, amount on deposit in the capitalized interest account on the 25th of each month, or if the 25th day is not a business day, then on the next business day, beginning in December 2005. Fees will include amounts from any prior monthly payment dates that remain unpaid.

     For so long as the offered notes are listed on the Irish Stock Exchange and so long as the rules of such Exchange so require, notices to the holders of the offered notes shall also be given by publication in the Daily Official List.

     To the knowledge of the sponsor and the depositor, since November 2, 2005, being date of the trust’s formation and for the past 12 months, there are no and have not been any legal or arbitration proceedings pending, or governmental proceedings contemplated, against the sponsor, the depositor or the trust that would be material to holders of any notes or excess distribution certificates or would have a significant effect on the financial position of the trust. Since November 2, 2005, being the date of the trust’s formation, there has been no material adverse change, or any development reasonably likely to involve any material adverse change, in the condition (financial or otherwise) of the trust.

     For a summary of United States federal income tax consequences for holders of the offered notes, you should refer to the section entitled “U.S. Federal Income Tax Consequences” in the prospectus.

     Section 406 of The Employee Retirement Income Security Act of 1974, as amended (“ERISA”) prohibits, and Section 4975 of The Internal Revenue Code of 1986, as amended (“Code”) imposes adverse tax consequences on, certain transactions between a pension, profit sharing or other employee benefit plan, including a so-called “Keogh” plan, an individual retirement account or an educational savings account to which they are applicable, or any entity deemed to hold the assets of the foregoing (each, a “Plan”), and persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan. A violation of these “prohibited transaction” rules may result in an excise tax and other penalties and liabilities under ERISA and the Code for such persons.

     Although there is little guidance on the subject, at the time of their issuance, the offered notes should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation as described in the “ERISA Considerations” in the prospectus. This determination is based in part upon the traditional debt features of the offered notes, including the reasonable expectation of purchasers of such class that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Based upon the foregoing and other considerations, subject to the considerations described in the “ERISA Considerations” in the prospectus, offered notes may be purchased by a Plan.

     Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements but may be subject to state or local laws substantially similar to ERISA or the Code (“Similar Law”), such plans, together with Plans are referred to herein as “Benefit Plans.”

     Each purchaser and transferee of an offered note, as applicable, will be deemed to represent that either (i) it is not a Benefit Plan or (ii) it is a Benefit Plan and its acquisition and holding of a note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”); PTCE 90 1 (relating to transactions involving insurance company pooled separate accounts); PTCE 91 38 (relating to transactions involving bank collective investment funds); PTCE 95 60 (relating to transactions involving insurance company general accounts); and PTCE 96 23 (relating to transactions effected by an “in-house asset manager”) or some other applicable exemption, and will not cause a non-exempt violation of any Similar Law and will be deemed to further represent that it will not transfer such offered note in violation of the foregoing.

     Prospective Benefit Plan investors in offered notes should consult with their legal advisors concerning the impact of ERISA and the Code, the prohibited transaction rules and exemptions that may apply to them, and the potential consequences in their specific circumstances, prior to making an investment in the offered notes. Each Benefit Plan fiduciary should also determine whether under the general fiduciary standards of investment prudence and diversification, an investment in the offered notes is appropriate for the Benefit Plan, taking into account the overall investment policy of the Plan and the composition of the Benefit Plan’s investment portfolio.

     Quarterly and annual reports concerning the trust will be delivered to noteholders. We refer you to “Reports to Securityholders” in the prospectus.

     Except in very limited circumstances, you will not receive these reports directly from the trust. Instead, you will receive them through Cede & Co., as nominee of DTC and registered holder of the notes. We refer you to “Certain Information Regarding the Securities — Book-Entry Registration” in the prospectus.

     The offered notes listed below are offered severally by the underwriters, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that the offered notes will be ready for delivery in book-entry form only through the facilities of DTC, Clearstream, Luxembourg and the Euroclear System, on or about the closing date against payment in immediately available funds.

     Subject to the terms and conditions in the underwriting agreement dated November 16, 2005, the depositor has agreed to cause the trust to sell to each of the underwriters named below, and each of the underwriters has severally agreed to purchase, the principal amounts of the offered notes shown opposite its name:

     The underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all of the offered notes listed above if any of such offered notes are purchased. The underwriters have advised the depositor that they propose initially to offer the offered notes to the public at the prices listed below, and to certain dealers at these prices less concessions not in excess of the concessions listed below. The underwriters may allow and such dealers may reallow concessions to other dealers not in excess of the reallowances listed below. After the initial public offering, these prices and concessions may be changed.

     The prices and proceeds shown in the table do not include any accrued interest. The actual prices and proceeds will include interest, if any, from the closing date. The proceeds shown are before deducting estimated expenses of $1,500,000 payable by the depositor.

     The depositor, Wachovia Bank and WEF have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

     The offered notes are new issues of securities with no established trading market. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the prospectus to be approved. Application has been made to the Irish Stock Exchange for the offered notes to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listings will be granted. The sponsor has been advised by the underwriters that the underwriters intend to make a market in the offered notes but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the offered notes.

     In the ordinary course of their business, the underwriters and certain of their affiliates have in the past, and may in the future, engage in commercial and investment banking activities with Wachovia Bank, WEF, the depositor and their respective affiliates.

     The trust may, from time to time, invest the funds in the Trust Accounts in eligible investments acquired from the underwriters in the ordinary course of business.

     During and after the offering, the underwriters may engage in transactions, including open market purchases and sales, to stabilize the prices of the offered notes.

     The underwriters, for example, may over-allot the offered notes for the account of the underwriting syndicate to create a syndicate short position by accepting orders for more offered notes than are to be sold.

     In addition, the underwriters may impose a penalty bid on the broker-dealers who sell the offered notes. This means that if an underwriter purchases offered notes in the open market to reduce a broker-dealer’s short position or to stabilize the prices of the offered notes, it may reclaim the selling concession from the broker-dealers who sold those offered notes as part of the offering.

     In general, over-allotment transactions and open market purchases of the offered notes for the purpose of stabilization or to reduce a short position could cause the price of an offered note to be higher than it might be in the absence of such transactions.

     Neither the depositor nor any of its affiliates or any person acting on behalf of the foregoing has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or might reasonably be expected to cause or result in, the stabilization in violation of applicable laws or manipulation of the price of any security to facilitate the sale or resale of the offered notes.

     In connection with the issue of the offered notes, the underwriters, as stabilization managers (or persons acting on behalf of the stabilizing managers) may over-allot offered notes (provided that in the case of offered notes to be admitted to trading on the Irish Stock Exchange, the aggregate principal amount of offered notes allotted does not exceed 105% of the aggregate principal amount of each class) or effect transactions with a view to supporting the market price of the offered notes at a higher level than that which might otherwise prevail. However, there is not assurance that the stabilizing managers (or persons acting on behalf of the stabilizing managers) will undertake stabilization action. Any stabilizing action may begin on or after the date on which adequate public disclosure of the term of the offer of offered notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the closing date or 60 days after the date of allotment of the offered notes.

     The class B notes may be offered by the depositor or one or more of its affiliates from time to time directly or through one or more underwriters or agents (either of such may include Wachovia Capital Markets, LLC) in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. However, there is currently no underwriting or other distribution arrangement in effect for the class B notes. Proceeds to the depositor or one or more of its affiliates from any sale of class B notes will be equal to the purchase price paid by the purchaser, net of any expenses payable by the depositor or one or more of its affiliates and any compensation payable to any underwriter or agent (which may include Wachovia Capital Markets, LLC).

     Wachovia Capital Markets, LLC is an affiliate of the originators, the depositor, the master servicer, the administrator, and is a registered broker/dealer. Any obligations of Wachovia Capital Markets, LLC are the sole responsibility of Wachovia Capital Markets, LLC and do not create any obligation or guarantee on the part of any affiliate of Wachovia Capital Markets, LLC.

     In relation to each Relevant Member State of the European Economic Area which has implemented the Prospectus Directive, each underwriter hereby represents and agrees that with effect from and including the “Relevant Implementation Date” for such Relevant Member State, which is the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the offered notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of the offered notes to the public in that Relevant Member State:

     For the purposes of the above paragraphs, the expression an “offer of the offered notes to the public” in relation to any offered notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the offered notes to be offered so as to enable an investor to decide to purchase or subscribe the offered notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

     For purposes of the above paragraphs, (i) “Relevant Member State” means each member state of the European Economic Area, (ii) “European Economic Area” means the European Union member states (currently Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden, The Netherlands and the United Kingdom), together with Iceland, Liechtenstein and Norway, and (iii) “Prospectus Directive”

means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

     Each underwriter has severally represented to and agreed that:

     No action has been or will be taken by the depositor or the underwriters that would permit a public offering of the offered notes in any country or jurisdiction other than in the United States or the Republic of Ireland, where action for that purpose is required. Accordingly, the offered notes may not be offered or sold, directly or indirectly, and neither the prospectus, this prospectus supplement nor any circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose hands this prospectus supplement comes are required by the depositor and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver the offered notes or have in their possession or distribute such prospectus supplement, in all cases at their own expense.

     The depositor has not authorized any offer of the offered notes to the public in the United Kingdom within the meaning of the FSMA. The offered notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the FSMA.

     Each underwriter has severally represented to and agreed that: (i) in respect of a local offer (within the meaning of Section 38(l) of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland) of offered notes in Ireland, it has complied and will comply with Section 49 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland; and (ii) at all times:

     Application has been made to the Irish Financial Service Regulatory Authority, as competent authority under Directive 2003/71/EC, for the prospectus to be approved. Application has been made to the Irish Stock Exchange for the offered notes to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listings will be granted.

     For so long as any of the offered notes are listed on the Irish Stock Exchange, copies of the certificate of formation and limited liability company operating agreement of the depositor, as well as legal notice relating to the issuance of the notes together with copies of the indenture, the trust agreement, the form of the offered notes, the administration agreement, the master servicing agreement, the sub-servicing agreements and the other basic documents will be available for inspection in electronic format at the registered office of the trust and at the office of the paying agent in Ireland.

     For so long as any of the offered notes are listed on the Irish Stock Exchange and the rules of such Exchange shall so require, the trust will inform the Irish Stock Exchange and publish a notice in an authorized newspaper, which is expected to be on the Daily Official List, if the ratings assigned to any of the offered notes are reduced or withdrawn.

     The notes, the indenture, the master servicing agreement, the sub-servicing agreements and the administration agreement are governed by the laws of the State of New York. The trust agreement is governed by the laws of the State of Delaware.

     The issuance by the trust of the notes has been authorized by the amended and restated trust agreement dated November 29, 2005 among the depositor, the eligible lender trustee and the administrator.

     As long as the offered notes are listed on the Irish Stock Exchange, administrator’s certificates regarding quarterly distributions, master servicer’s reports and annual statements as to servicing compliance, will be available in electronic format at the office of the paying agent in Ireland.

     The European Union Transparency Obligations Directive is currently being finalized and may be implemented in a manner that is unduly burdensome for the trust. In particular, the trust may be required to publish financial statements in the European Union prepared in accordance with, or reconciled to, international financial reporting standards. In such circumstances the

administrator may decide to seek an alternative listing for the notes on a stock exchange of international standing outside the European Union as the administrator may select after consultation with the underwriters.

     The depositor accepts responsibility for the information contained in this prospectus supplement and the attached prospectus. To the best knowledge and belief of the depositor the information contained in this prospectus supplement and the attached prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

     Notwithstanding the provisions set forth in the section “Incorporation of Certain Documents by Reference” in the accompanying prospectus, the documents enlisted in such section do not form part of the “prospectus” under the Prospectus (Directive 2003/71/EC) Regulations for the purposes of obtaining approval of the prospectus from the IFSRA or listing of the offered notes on the Irish Stock Exchange.

     It is a condition to the issuance and sale of the offered notes that they be rated in the highest investment rating category by Moody’s and S&P. A rating is not a recommendation to buy, sell or hold the offered notes and may be subject to revision or withdrawal at any time by the assigning rating agency.

     McKee Nelson LLP, as special counsel to the trust, the sponsor, the originators, the master servicer and the depositor, will give opinions on specified legal matters for the sponsor, the master servicer, the originators, the trust and the depositor. McKee Nelson LLP will also give opinions on specified federal income tax matters for the trust. Richards, Layton & Finger, P.A., as Delaware counsel for the trust, will give opinions on specified legal matters for the trust, including specified Delaware state income tax matters. Sidley Austin Brown & Wood LLP, San Francisco, California will give opinions on specified legal matters for the underwriters.

     “Available Funds” means, as to a distribution date or any related monthly payment date, the sum of the following amounts received with respect to the related collection period or, in the case of a monthly payment date, the applicable portion of these amounts:

provided that if on any distribution date there would not be sufficient funds, after application of Available Funds, as defined above, and application of amounts available from the capitalized interest account and the reserve account, to pay any of the items specified in clauses (a) through (d) under “Description of the Notes — Distributions — Distributions from the Collection Account” above (but excluding clause (d), and including clauses (e) through (j), in the event that a condition exists as described in either (1) or (2) under “Description of the Notes — The Notes — The Class B Notes — Subordination of the Class B Notes” above), then Available Funds for that distribution date will include, in addition to the Available Funds as defined above, amounts on deposit in the collection account, or amounts held by the administrator, or which the administrator reasonably estimates to be held by the administrator, for deposit into the collection account which would have constituted Available Funds for the distribution date succeeding that distribution date, up to the amount necessary to pay such items, and the Available Funds for the succeeding distribution date will be adjusted accordingly.

     “Capitalized Interest” means, for any distribution date through and including the July 2007 distribution date: