Amendment to Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K/A Amendment to Annual Report 14± 69K
4: EX-33 Exhibit 33.10 14± 75K
3: EX-33 Exhibit 33.7 4± 20K
6: EX-34 Exhibit 34.10 2± 13K
5: EX-34 Exhibit 34.7 3± 14K
7: EX-35 Exhibit 35.5 HTML 12K
8: EX-35 Exhibit 35.7 HTML 12K
9: EX-99 Exhibit 99.1 4± 17K
2: EX-31 Certification -- Sarbanes-Oxley Act - Sect. 302 2± 9K
EX-99 — Exhibit 99.1
EX 99.1
(logo) WELLS FARGO
Wells Fargo Bank, National Association
9062 Old Annapolis Rd.
Columbia, Maryland 21045
Date: August 13, 2013
To: The Parties Set Forth on Schedule A
Re: 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.
Background
Wells Fargo has determined that, due to an administrative error, it
inadvertently omitted from the Transaction Listing the transactions listed on
Schedule B hereto for which you are the issuer/registrant. The omission of
these transactions started in the year the transaction closed and has continued
through 2012. Based on its Custody Platform description, Wells Fargo should
have included these transactions on the Transaction Listing.
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Wells Fargo has also determined that, due to the same administrative error, it
also inadvertently omitted other CMBS transactions and RMBS transactions from
the Transaction Listing. For the 2012 reporting year, including the
transactions on Schedule B hereto, there were a total of 101 CMBS and RMBS
transactions omitted from the Transaction Listing. 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. The 101
omitted transactions have been identified on Appendix A to the revised
assessment discussed below and included with this notice. Wells Fargo will
notify all appropriate parties of the omission of these transactions.
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
2
(page)
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 would like
to discuss these ramifications and questions as soon as possible with the
issuer/registrant and its counsel and help develop an appropriate disclosure
plan. In addition, Wells Fargo will be available to participate 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 retraining 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.
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Schedule A
Via FedEx Overnight Delivery
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Attention: Lainie Kaye
Via Electronic Mail
Kevin C. Blauch, Esq.
Sidley Austin LLP
kblauch@sidley.com
Via Electronic Mail
Anna H. Glick, Esq.
Cadwalader, Wickersham & Taft LLP
anna.glick@cwt.com
(page)
Schedule B
Transactions Omitted from the Transaction Listing
Transaction Currently Subject
to 34 Act
Reporting?
Deutsche Mortgage & Asset Receiving Corporation, COMM
2012-CCRE1, Commercial Mortgage Pass-Through Certificates Yes
Deutsche Mortgage & Asset Receiving Corporation, COMM
2012-CCRE2, Commercial Mortgage Pass-Through Certificates Yes
Deutsche Mortgage & Asset Receiving Corporation, COMM
2012-CCRE4, Commercial Mortgage Pass-Through Certificates Yes
Deutsche Mortgage & Asset Receiving Corporation, COMM
2012-CCRE5, Commercial Mortgage Pass-Through Certificates Yes
Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2,
Commercial Mortgage Pass-Through Certificates No
Deutsche Mortgage & Asset Receiving Corporation, CD 2007-CD5,
Commercial Mortgage Pass-Through Certificates No
Deutsche Mortgage & Asset Receiving Corporation, COMM
2006-C7, Commercial Mortgage Pass-Through Certificates No
Deutsche Mortgage & Asset Receiving Corporation, COMM
2007-C9, Commercial Mortgage Pass-Through Certificates No
Dates Referenced Herein and Documents Incorporated by Reference
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