Exhibit 34.1



Report of Independent Registered Public
Accounting Firm



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 AB for asset-backed securities
transactions for which the Company acted as servicer involving private-label and co-branded credit card receivables and excluding
private asset-backed securities transactions involving receivables that are not originated through the 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 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, 2016. With
respect to applicable servicing criterion 1122(d)(4)(xv), the Company has determined that there were no activities performed during
the twelve months ended December 31, 2016 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 Assessment 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 management’s assessment
about 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 in accordance with attestation standards established by the
American Institute of Certified Public Accountants 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 the accompanying Management’s Assessment
of Compliance, for servicing criterion 1122(d)(4)(iv), the Company has engaged a vendor to perform the activities required 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 with the 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). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures
in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply
C&DI 200.06 for the vendor and related criterion as described in its assessment, and we performed no procedures with respect
to the Company’s eligibility to apply C&DI 200.06.











In our opinion, management’s assessment that the Company
complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(4)(iv) for which compliance is determined
based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2016 is fairly stated in all
material respects.



/s/KPMG LLP



Chicago, Illinois
March 29, 2017





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