Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K/A - EX-99 - EXHIBIT 99.4 NOTICE LETTER - October 7, 2013

Attached files

file	filename
10-K/A - MSBAM 2012-C5 FORM 10-K/A 2012 - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	form10kamendmentmsbam2012c5.htm
EX-31 - EXHIBIT 31 SOX CERTIFICATE - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit31soxcertificate.htm
EX-34 - EXHIBIT 34.6_AMENDED_WF_CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit346amendedwellsfargo.htm
EX-33 - EXHIBIT 33.6_AMENDED_WF_CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit336amendedwellsfargo.htm

Wells Fargo Bank, National Association
9062 Old Annapolis Rd.
Columbia, Maryland 21045

Date: August 13, 2013

Recipients of the 2012 Custody Assessment & 2012 Custody Attestation Issued
by Wells Fargo Document Custody

Notice Regarding Wells Fargo Document Custody Regulation AB 2012
Compliance Reports

The Document Custody Section of the Corporate Trust Services Division of Wells

Fargo Bank, N.A. (such Document Custody Section is referred to in this letter as, "Wells
Fargo") writes this letter to notify you that Wells Fargo has issued a revised assessment
of compliance and attestation for the Custody Platform relating to the year ended
December 31, 2012.

Reference is made to (i) the assessment of compliance with applicable servicing

criteria (Securities and Exchange Commission's Regulation AB, Items 1122(d)(1)(iv),
1122(d)(4)(i) and 1122(d)(4)(ii), the "Applicable Servicing Criteria") prepared by Wells
Fargo as of and for the year ended December 31, 2012 and relating to the Custody
Platform (defined below) (the "2012 Custody Assessment"), which reported no material
instances of noncompliance, (ii) the attestation report of KPMG LLP ("KPMG"), the
independent registered public accounting firm engaged by Wells Fargo to issue such
attestation in connection with the 2012 Custody Assessment (the "2012 Custody
Attestation"), (iii) the platform established and maintained by Wells Fargo, consisting of
publicly-issued residential mortgage-backed securities ("RMBS") and commercial
mortgage-backed securities ("CMBS") transactions for which Wells Fargo provides
document custody services (the "Custody Platform"), and (iv) the list of individual
transactions constituting the Custody Platform (the "Transaction Listing") maintained by
Wells Fargo.

Such Transaction Listing was attached to a management representation letter and

assertion issued by Wells Fargo each year to KPMG in connection with defining the
Custody Platform.

Wells Fargo has determined that, due to an administrative error, it inadvertently

omitted CMBS and RMBS transactions from the Transaction Listing. For the 2012
reporting year, there were a total of 101 CMBS and RMBS transactions omitted from the
Transaction Listing. For the 2012 reporting year, the total number of transactions on the
Transaction Listing should have been 906 but instead only 805 transactions were

included on the Transaction Listing. The 101 omitted transactions have been identified
on Appendix A to the revised assessment discussed below and included with this notice.
The omission of these 101 transactions started in the year each transaction closed and has
continued through 2012. Based on its Custody Platform description, Wells Fargo should
have included these 101 transactions on the Transaction Listing.

Due to the omission of the 101 transactions from the Transaction Listing, such

transactions were not part of the population of transactions subject to testing performed in
connection with the 2012 Custody Attestation. Aside from the omission itself of certain
transactions from the Transaction Listing, management of Wells Fargo does not believe
that the omission of the 101 transactions from the Transaction Listing affected the
accuracy of its 2012 Custody Assessment including management's assertion therein that
for the 2012 reporting period Wells Fargo complied in all material respects with the
Applicable Servicing Criteria.

In addition, Wells Fargo has determined that Item 1122(d)(4)(iii) was applicable

to certain transactions in the Custody Platform, but was not previously identified as being
applicable to the activities it performs with respect to the Custody Platform. The affected
transactions have been identified on Appendix A to the revised assessment discussed
below. Wells Fargo has determined though that there were no activities performed
during the 2012 reporting period with respect to these transactions to which Item
1122(d)(4)(iii) is applicable, because there were no occurrences of events that would
require Wells Fargo to perform such activities.

Issuance of Revised Reg AB Compliance Reports

Because of the above findings, Wells Fargo has determined that both the 2012

Custody Assessment and 2012 Custody Attestation were issued in error and thus the
recipients of such reports should no longer rely upon such previously issued reports of
Wells Fargo and KPMG.

As a result, Wells Fargo has enclosed with this notification a revised assessment

of compliance with Applicable Servicing Criteria (that includes 1122(d)(4)(iii)) for the
Custody Platform, including the previously omitted transactions, as of and for the year
ended December 31, 2012. Also enclosed is KPMG's compliance attestation report on
management's revised assessment reflecting the results of procedures performed by
KPMG.

Wells Fargo understands that the issuance of a revised 2012 assessment and

attestation for the Custody Platform presents disclosure ramifications for transactions
currently subject to the reporting requirements of the 34' Act. Wells Fargo also
understands that its omission of transactions from the Transaction Listing in prior years
may raise disclosure questions as well. Wells Fargo will be discussing these ramifications
and questions as soon as possible with each issuer/registrant and its counsel and help
develop an appropriate disclosure plan. In addition, Wells Fargo will be available to

participate with each issuer/registrant in any calls needed to discuss the issue with the
SEC Staff.

Wells Fargo is taking steps to ensure that there are no more omissions from any

future Transaction Listing and will adopt such additional measures as necessary to
prevent any such future omissions including among other things reorganizing and/or re-
training personnel and instituting enhanced controls over the process related to the
maintenance of the Transaction Listing.

If you have any questions about this notification, please do not hesitate to contact

Carol Tracey at 321.632.9533; carol.j.tracey@wellsfargo.com.

WELLS FARGO BANK, N.A.