Attached files
EXHIBIT 34.1
Report of Independent Registered Public Accounting Firm
To American Express Travel Related Services Company, Inc. (the Company), Servicer:
We have examined managements assertion, included in the accompanying Certification Regarding
Compliance with Applicable Servicing Criteria, that American Express Travel Related Services
Company, Inc. complied with the servicing criteria set forth in Item 1122(d) of the Securities and
Exchange Commissions Regulation AB, as of December 31, 2010 and for the period January 1, 2010 to
December 31, 2010 (the Reporting Period), for all asset-backed securities transactions backed by
credit and charge card receivables issued by the American Express Credit Account Master Trust and
the American Express Issuance Trust, for which transactions the Asserting Party acted as servicer,
that were registered with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, where the related asset-backed securities were outstanding during the Reporting
Period (the Platform), excluding criteria (d)(1)(iii), (d)(1)(iv), (d)(2)(iii), (d)(2)(iv),
(d)(2)(vi), (d)(3)(iii), (d)(4)(i), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii) and
(d)(4)(xv), which the Company has determined are not applicable to the servicing activities
performed by it with respect to the Platform. As described in managements assertion, for servicing
criteria 1122(d)(4)(vi), the Company has engaged FIS, a wholly-owned subsidiary of Fidelity
National Information Services, Inc., to perform the activities required by this 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 the 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
the 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 determination of its eligibility to use
Interpretation 17.06. Appendix B to managements assertion identifies the individual asset-backed
transactions and securities defined by management as constituting the Platform. Management is
responsible for the Companys compliance with the servicing criteria. Our responsibility is to
express an opinion on managements assertion based on our examination.
Our examination was conducted in accordance with attestation standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis,
evidence about the Companys compliance with the applicable servicing criteria and performing such
other procedures as we considered necessary in the circumstances. Our examination included testing
of selected asset-backed transactions and securities that comprise the Platform, testing of
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 applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred
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. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a legal
determination on the Companys compliance with the servicing criteria.
In our opinion, managements assertion that the Company complied with the aforementioned applicable
servicing criteria as of and for the year ended December 31, 2010 for the Platform is fairly
stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
March 28, 2011