Attached files
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined managements assessment, included in the accompanying Assessment of Compliance
with Applicable Servicing Criteria, that The Corporate Trust Services division of Wells Fargo Bank,
National Association (the Company) complied with the servicing criteria set forth in Item 1122(d)
of the Securities and Exchange Commissions Regulation AB for publicly-issued (i.e.,
transaction-level reporting initially required under the Securities Exchange Act of 1934, as
amended) residential mortgage-backed securities, commercial mortgage-backed securities, and other
asset-backed securities, for which the Company provides master servicing, trustee, securities
administration, or paying agent services, excluding transactions issued by any agency or
instrumentality of the U.S. government or any government sponsored entity and further excluding the
transactions issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing criteria
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Company has determined are not
applicable to the activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2009. Management is responsible for the Companys compliance with the
servicing criteria. Our responsibility is to express an opinion on managements assessment about
the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis,
evidence about the Companys compliance with the servicing criteria specified above and performing
such other procedures as we considered necessary in the circumstances. Our examination included
testing selected asset-backed transactions and securities that comprise the Platform, testing
selected servicing activities related to the Platform, and determining whether the Company
processed those selected transactions and performed those selected activities in compliance with
the servicing criteria. Furthermore, our procedures were limited to the selected transactions and
servicing activities performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred either prior to or
subsequent to our tests that may have affected the balances or amounts calculated or reported by
the Company during the period covered by this report for the selected transactions or any other
transactions. We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Companys compliance with the servicing
criteria.
As described in the accompanying managements Assessment of Compliance With Applicable
Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company has engaged a vendor to
perform the activities required by these servicing criteria. The Company has determined that this
vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company
has elected to take responsibility for assessing compliance with the servicing criteria applicable
to this vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance
Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by
Interpretation 17.06, the Company has asserted that it has policies and procedures in place
designed to provide reasonable assurance that the vendors activities comply in all
material respects with the servicing criteria applicable to each vendor. The Company is solely
responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for
the vendor and related criteria as described in its assertion, and we performed no procedures with
respect to the Companys eligibility to apply Interpretation 17.06.
In our opinion, managements assessment that the Company complied with the aforementioned servicing
criteria, including servicing criteria 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2009 is
fairly stated, in all material respects.
(Signed) KPMG, LLP
Chicago, Illinois
February 22, 2010
February 22, 2010