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**Exhibit 34.1 **

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**Report of Independent Registered Public AccountingFirm**

 

The Board of Directors

SYNCHRONY FINANCIAL:

 

We have examined management’s assessment,included in the accompanying Management’s Assessment of Compliance, that SYNCHRONY FINANCIAL (the “Company”)complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation ABfor asset-backed securities transactions for which the Company acted as servicer involving private-label and co-branded creditcard receivables and excluding private asset-backed securities transactions involving receivables that are not originated throughthe retail card segment of SYNCHRONY FINANCIAL (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(v), 1122(d)(2)(i),1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(iv), 1122(d)(4)(iii), 1122(d)(4)(vi),1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which theCompany has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelvemonths ended December 31, 2015. Due to the transfer of servicing responsibilities as of1:00a.m. (New York City time) on December 2, 2015, servicing criterion 1122(d)(1)(iv) is only applicable to the Platform as of December31, 2015 and for the period from1:00 a.m. (New York City time) on December 2, 2015 throughDecember 31, 2015. With respect to servicing criterion 1122(d)(4)(xv), there were no activities performed during the twelve monthsended December 31, 2015 with respect to the Platform because there were no occurrences of events that would require the Companyto perform such activities. Appendix B to Management’s Assessment of Compliance identifies the individual asset-backed transactionsand securities defined by management as constituting the Platform. Management is responsible for the Company’s compliancewith the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’scompliance based on our examination.

 

Our examination was conducted in accordancewith the 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 servicing criteria specified above and performing suchother procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe 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 duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

 

 

 

 

As described in the accompanying Management’sAssessment of Compliance, for servicing criterion 1122(d)(4)(iv), the Company has engaged a vendor to perform the activitiesrequired by this servicing criterion. The Company has determined that the 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 withthe servicing criterion applicable to the vendor as permitted by the SEC’s Compliance and Disclosure Interpretation(“C&DI”) 200.06, Vendors Engaged by Servicers (C&DI 200.06) (formerly SEC Manual Telephone Interpretation17.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed toprovide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterionapplicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to applyC&DI 200.06 for the vendor and related criterion as described in its assessment, and we performed no procedures withrespect to the Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’s assessmentthat the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(4)(iv) for which complianceis determined based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2015, and as applicableto the activities performed by the Company with respect to servicing criterion 1122(d)(1)(iv) as of December 31, 2015 and for theperiod from 1:00 a.m. (New York City time) on December 2, 2015 through December 31, 2015, is fairly stated in all material respects.