Exhibit 34.2



Report
of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of Barclays Bank
PLC:



We have examined management’s assertion, included in the
accompanying Report on Assessment of Compliance with Servicing Criteria, that Barclays Bank PLC (the “Company” or “Asserting
Party”) 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 backed by credit card receivables, 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 for which the Asserting Party acted as servicer
(the Platform), as of December 31, 2013 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 management's
Report on Assessment of Compliance with Servicing Criteria. Appendix B to management's Report on Assessment of Compliance with
Servicing Criteria 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 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 Barclays Bank
PLC complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for the Platform
is fairly stated, in all material respects.



/s/ PricewaterhouseCoopers
LLP

PricewaterhouseCoopers LLP

March 17, 2014











PricewaterhouseCoopers
LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017

T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us