Attached files
| file | filename |
|---|---|
| 10-K - 10-K - Wells Fargo Dealer Floorplan Master Note Trust | v338704_10-k.htm |
| EX-33.2 - EX-33.2 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex33-2.htm |
| EX-31.1 - EXHIBIT 31.1 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex31-1.htm |
| EX-34.2 - EX-34.2 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex34-2.htm |
| EX-34.3 - EX-34.3 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex34-3.htm |
| EX-35.1 - EXHIBIT 35.1 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex35-1.htm |
| EX-35.2 - EXHIBIT 35.2 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex35-2.htm |
| EX-33.3 - EX-33.3 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex33-3.htm |
| EX-33.1 - EXHIBIT 33.1 - Wells Fargo Dealer Floorplan Master Note Trust | v338704_ex33-1.htm |
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
The Board of Directors of General Electric Capital:
We have examined the compliance of General Electric Capital Corporation (the Company) with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities transactions for which the Company acted as servicer, involving floorplan receivables, accounts receivable and asset-based lending receivables (the Platform), except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(2)(vi), 1122(d)(4)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv), 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, 2012. With respect to servicing criterion 1122(d)(2)(ii), the Company makes such disbursements to investors but does not make such disbursements on behalf of obligors. With respect to servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(xiv), there were no activities performed during the twelve months ended December 31, 2012, with respect to the Platform because there were no occurrences of events that would require the Company to perform such activities. Appendix B to management’s Assertion of Compliance identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on the Company’s 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 Company’s 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 Company’s compliance with the servicing criteria.
As described in Appendix A to management’s Assertion of Compliance, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B) and 1122(d)(2)(vii)(D), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that none of these vendors is 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 each 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 vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.
Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(1)(ii) and 1122(d)(2)(vii), as applicable to the Company during the twelve months ended December 31, 2012:
| · | With respect to servicing criterion 1122(d)(1)(ii), for certain material servicing activities that were outsourced to a vendor, the appropriate policies and procedures were not instituted to monitor the vendor’s compliance with such servicing activities. The Company has identified a material deficiency in its policies and procedures to monitor the vendor’s compliance with servicing criterion 1122(d)(2)(vii) in that the Company did not instruct the vendor to prepare certain account reconciliations. |
| · | With respect to servicing criterion 1122(d)(2)(vii), certain account reconciliations were not prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. Certain of these instances of material noncompliance related to account reconciliations prepared by a vendor. The Company has identified a material deficiency in its policies and procedures to monitor the compliance in that the Company did not instruct the vendor to prepare certain account reconciliations. |
In our opinion, except for the material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B) and 1122(d)(2)(vii)(D) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2012.
We do not express an opinion or any form of assurance on the paragraphs titled “Management’s Discussion” included in Appendix C of management’s Assertion of Compliance.
/s/ KPMG LLP
Chicago, Illinois
March 21, 2013