Attached files

file filename
10-K/A - Morgan Stanley Capital I Trust 2011-C3msc11c03_10ka-2011.txt
EX-31 - Morgan Stanley Capital I Trust 2011-C3msc11c03_31.txt
EX-33.7 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-7.txt
EX-34.2 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-2.txt
EX-33.1 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-1.txt
EX-34.5 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-5.txt
EX-34.4 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-4.txt
EX-33.6 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-6.txt
EX-34.8 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-8.txt
EX-34.7 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-7.txt
EX-33.4 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-4.txt
EX-33.2 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-2.txt
EX-35.1 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-1.txt
EX-33.3 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-3.txt
EX-34.6 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-6.txt
EX-34.3 - Morgan Stanley Capital I Trust 2011-C3msc11c03_34-3.txt
EX-33.8 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-8.txt
EX-33.5 - Morgan Stanley Capital I Trust 2011-C3msc11c03_33-5.txt
EX-35.2 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-2.txt
EX-99.1 - Morgan Stanley Capital I Trust 2011-C3msc11c03_99-1.txt
EX-35.7 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-7.txt
EX-35.4 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-4.txt
EX-99.2 - Morgan Stanley Capital I Trust 2011-C3msc11c03_99-2.txt
EX-99.3 - Morgan Stanley Capital I Trust 2011-C3msc11c03_99-3.txt
EX-35.3 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-3.txt
EX-35.6 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-6.txt
EX-35.5 - Morgan Stanley Capital I Trust 2011-C3msc11c03_35-5.txt

  EX-34.1
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Report of Independent Registered Public Accounting Firm

To the Board of Directors of Bank of America, National Association:

We have examined management's assertion, included in the accompanying
Assessment Regarding Compliance with Applicable Servicing Criteria (the
"Compliance Statement"), that Bank of America, National Association (the
"Company") complied with the servicing criteria set forth in Item 1122(d) of
the Securities and Exchange Commission's Regulation AB for the asset-backed
securities transactions involving commercial mortgage loan transactions that
involved an offer or sale of asset-backed securities that were required to be
registered on or after January 1, 2006 with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Platform"), as of
December 31, 2011 and for the year then ended, excluding the criteria which
the Company has determined are not applicable to the servicing activities
performed by them with respect to the Platform, as indicated in Appendix A of
the Compliance Statement. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on management's 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 Company's 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
Company's compliance with the servicing criteria.

In our opinion, management's assertion that Bank of America, National
Association complied with the aforementioned applicable servicing criteria as
of and for the year ended December 31, 2011 for the Platform is fairly
stated, in all material respects.

/s/PricewaterhouseCoopers LLP

February 27, 2012

PricewaterhouseCoopers LLP, 214 N. Tryon Street, Suite 3600, Charlotte, NC 28202
T: (704) 344 7500, F: (704) 344 4100, www.pwc.com/us