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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, 2009 and for the period January 1,
2009 to December 31, 2009 (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 eFunds
Corporation, 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, 2009 for the Platform is fairly
stated, in all material respects.
/s/ PricewaterhouseCoopers LLP | ||||
March 26, 2010 | ||||