weintraub |tobin
Keith A. Kandarian
415.772.9620direct
kkandarian@weintraub.com
September 20, 2016
Katherine Hsu, Office Chief
Lulu Cheng, Special Counsel
Office of Structured Finance
Division of Corporation Finance
Securities and Exchange Commission
Washington, DC 20549
Re: | Sequoia Mortgage Trust 2012-1, Sequoia Mortgage Trust 2012-2, |
Sequoia Mortgage Trust 2012-3, Sequoia Mortgage Trust 2012-5, | |
Sequoia Mortgage Trust 2012-6, Sequoia Mortgage Trust 2013-1, | |
Sequoia Mortgage Trust 2013-4, Sequoia Mortgage Trust 2013-6, | |
Sequoia Mortgage Trust 2013-7 and Sequoia Mortgage Trust 2013-8 | |
Forms 10-K for Fiscal Year Ended December 31, 2015 | |
Filed March 30, 2016 | |
File Nos. 333-159791-05, 333-159791-06, 333-179292-02, 333-179292-04, | |
333-179292-05, 333-179292-06, 333-179292-09, 333-185882-02, | |
333-185882-03 and 333-185882-04 |
Dear Ms. Hsu and Ms. Cheng:
On behalf of Sequoia Residential Funding, Inc. (the “Registrant”), we are responding to the Staff’s oral comment of June 29, 2016 regarding certain of the above-referenced Form 10-Ks (the “June 29, 2016 Comment”).
The June 29, 2016 Comment relates to comment number 2 of the Staff’s May 16, 2016 comment letter (the “Comment Letter”), and the response on behalf of the Registrant filed on June 28, 2016 (the “June 28, 2016 Response”).
The June 28, 2016 Response proposed to amend the body of the applicable Form 10-Ks to confirm that First Republic Bank (the “Bank”) satisfied the criterion with respect to Item 1122(d)(2)(iv) relating to the servicing of the Sequoia securitizations by maintaining separate accounts related to the Sequoia transactions, and as required in each of the applicable transaction agreements. The Staff’s June 29, 2016 Comment acknowledged Registrant’s offer, but pointed out that an explicit attestation from the Bank, as Servicer, would be necessary to confirm the Bank’s responsibility for assessing compliance with the applicable servicing criteria set forth in Item 1122(d)(2)(iv).
weintraub|tobinlaw corporation
475 Sansome Street, Suite 1800, San Francisco, California 94111 (415) 433.1400 Fax: (415) 433.3883www.weintraub.com
September 20, 2016
Page 2
For your convenience, the Registrant’s response to the June 29, 2016 Comment is preceded by a boldface recitation of the Comment Letter’s comment number 2.
2. | Except for Sequoia Mortgage Trust 2013-6, the tables included under Item 1122 of each Form 10-K indicate that First Republic Bank is responsible for assessing compliance with Item 1122(d)(2)(iv). However, the assessment reports provided by First Republic Bank on Exhibit 33.2 or Exhibit 33.3, as applicable, indicate that First Republic Bank is not responsible for assessing compliance with this item. Please revise or advise. |
Response:
Registrant proposes to file, upon confirmation from the Staff that such filings will fully address the Staff’s June 29, 2016 Comment, a Form 10-K/A for each applicable Form 10-K to address the exclusion of item 1122 (d)(2)(iv) from the assessment reports dated February 26, 2016 provided by the Bank and previously filed with the applicable Form 10-Ks on March 30, 2016.
Each Form 10-K/A will include an Exhibit 33.2 or 33.3, and an Exhibit 34.2 or 34.3, as applicable, in the forms attached hereto. Exhibit 33.2 or 33.3 is an assessment report provided by the Bank dated September 14, 2016 (“Management Assessment”), amending its assessment of compliance report dated February 26, 2016.
In its amended Management Assessment, the Bank confirms that it is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of residential mortgage loans serviced for others (the “Platform”), and that it has amended its assessment of compliance to include the applicable servicing criteria in Item 1122(d)(2)(iv), having determined that the criterion in Item 1122(d)(2)(iv) are in fact applicable to the activities it performs with respect to the Platform.
In addition, each Exhibit 34.2 or 34.3 is an auditor’s report by KPMG LLP dated September 14, 2016 (“Report of Independent Registered Public Accounting Firm”), amending its auditor’s report dated February 26, 2016 (which was also filed on March 30, 2016), and expressing their opinion that the Bank’s amended Management Assessment that the Bank complied with the applicable servicing criteria under Item 1122(d) of Regulation AB as of and for the year ended December 31, 2015, is fairly stated, in all material respects.
As previously noted in the June 28, 2016 Response, FRB has represented to Registrant that future reports of assessment compliance with the servicing criterion of Item 1122(d)(2)(iv) they provide to the Registrant to be included as Exhibit 33.2 and Exhibit 33.3, as applicable, to Registrant’s Form 10-K filings, will indicate that FRB is responsible for assessing compliance with this item with respect to the servicing of the applicable Sequoia securitizations.
weintraub|tobinlaw corporation
475 Sansome Street, Suite 1800, San Francisco, California 94111 (415) 433.1400 Fax: (415) 433.3883www.weintraub.com
September 20, 2016
Page 3
Registrant independently confirms that, in future filings on Form 10-K, assessment reports provided by FRB to be included as Exhibit 33.2 or 33.3, as applicable, will indicate that FRB is responsible for assessing compliance with Item 1122(d)(2)(iv) with respect to the servicing of the applicable Sequoia securitizations.
If you have any questions or would like further information, please do not hesitate to contact me at (415) 772-9620 or my colleague Phillip R. Pollock at (415) 772-9679.
Very truly yours,
weintraub|tobin
/s/ Keith A. Kandarian
Keith A. Kandarian
enc.
cc: Andrew Stone, Sequoia Residential Funding, Inc.
weintraub|tobinlaw corporation
475 Sansome Street, Suite 1800, San Francisco, California 94111 (415) 433.1400 Fax: (415) 433.3883www.weintraub.com
[FIRST REPUBLIC BANK LOGO]
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of residential mortgage loans serviced for others (the Platform) as of and for the year ended December 31, 2015, except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(c), and 1122(d)(4)(xv), which the Bank has determined are not applicable to the activities it performs with respect to the Platform. Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.
We have determined that servicing criteria 1122(d)(1)(v) is applicable to the activities the Bank performs with respect to the Platform only as it relates to those transactions and securities issued after November 23, 2015. Appendix B identifies the individual asset-backed transactions and securities for which criteria 1122(d)(1)(v) is applicable. For transactions and securities issued on or before November 23, 2015, the Bank’s management has assessed compliance with servicing activities described in servicing criteria 1122(d)(1)(v) under other applicable servicing criteria in accordance with the SEC Division of Corporation Finance’sManual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03.
With respect to servicing criteria 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), management has engaged various vendors to perform the activities required by these servicing criteria. The Bank’s management has determined that none of these vendors is considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Bank’s management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by the SEC’sCompliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers(C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06). Management has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria applicable to each vendor. The Bank’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria.
The Bank’s management has assessed the Bank’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2015. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
Based on such assessment, management believes that, as of and for the year ended December 31, 2015, the Bank has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.
The Bank has amended its assessment of compliance dated February 26, 2016 to include the applicable servicing criteria 1122(d)(1)(v) and 1122(d)(2)(iv). Although these criteria were previously deemed “not applicable” as of and for the year ended December 31, 2015, the Bank has subsequently determined that they are in fact applicable to the activities it performs with respect to the Platform. The transactions to which criterion 1122(d)(1)(v) is applicable are identified in Appendix B. We have determined that servicing criterion 1122(d)(2)(iv) is applicable to all transactions and securities in the Platform.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2015.
/s/ Michael J. Roffler | 9/14/16 |
Michael J. Roffler | Date |
Executive Vice President and Chief Financial Officer | |
/s/ Nancy Segreto | 9/14/16 |
Nancy Segreto | Date |
Senior Vice President, Lending Services | |
/s/ John Glander | 9/14/16 |
John Glander | Date |
Vice President, Lending Strategies, Products, and Sales |
Appendix A
Investor # | Investor Name | Loan Count | Balance | |||||||||
50 | First Republic Preferred Capital Corp. I | 29 | $ | 31,161,485.30 | ||||||||
120 | Redwood Trust (Bear Stearns) | 24 | $ | 20,256,499.75 | ||||||||
122 | Sequioa 2007-2 | 43 | $ | 42,026,140.37 | ||||||||
123 | SEMT 2007-3 | 8 | $ | 9,694,802.13 | ||||||||
124 | CSMC Trust 2014-SAF1 | 1 | $ | 850,363.47 | ||||||||
126 | MTGLQ Investors, L.P. | 120 | $ | 86,513,484.64 | ||||||||
127 | OneWest Bank N.A. | 680 | $ | 553,424,637.26 | ||||||||
128 | Sequoia Mortgage Trsut 2014-1 | 63 | $ | 55,369,095.34 | ||||||||
129 | STIFEL BANK & TRUST | 40 | $ | 39,807,572.99 | ||||||||
131 | Morgan Stanley Mortgage | 93 | $ | 93,972,081.36 | ||||||||
132 | JP Morgan Mortgage Trust 2014-2 | 306 | $ | 134,078,690.61 | ||||||||
133 | Sequoia Mortgage Trust 2013-12 | 42 | $ | 33,881,016.64 | ||||||||
134 | CSMC 2014-IVR3 | 58 | $ | 35,112,408.37 | ||||||||
135 | Citizens Bank, N.A And Various | 3 | $ | 2,042,480.53 | ||||||||
136 | MSRM Loan Trust 2014-1 | 246 | $ | 211,543,427.42 | ||||||||
137 | Sequoia Mortgage Trust 2014-3 | 65 | $ | 52,872,814.27 | ||||||||
138 | J.P. Morgan Trust 2014-IVR3 | 80 | $ | 103,477,318.07 | ||||||||
141 | Delta Community Credit Union | 20 | $ | 20,955,483.60 | ||||||||
142 | Sequoia Mortgage Trust 2013-12 | 47 | $ | 41,455,480.46 | ||||||||
143 | CSMC Trust 2014-IVR1 | 10 | $ | 8,878,486.21 | ||||||||
144 | CSMC Trust 2013-IVR5 | 1 | $ | 625,814.12 | ||||||||
145 | JP Morgan Mortgage TR 2014-1 | 45 | $ | 40,917,466.58 | ||||||||
146 | Florida Community Bank, N.A. | 37 | $ | 39,817,383.57 | ||||||||
147 | Citizens Bank of Pennsylvania | 91 | $ | 75,038,167.19 | ||||||||
149 | Hudson Valley Bank | 6 | $ | 8,470,867.97 | ||||||||
151 | CMSC Trust 2013-7 | 2 | $ | 1,711,033.47 | ||||||||
152 | Sequoia Mortgage Trust 2013-11 | 14 | $ | 11,983,153.15 | ||||||||
153 | Sequoia Mortgage Trust 2013-10 | 2 | $ | 1,372,434.96 | ||||||||
154 | CSMC Trust 2013-6 | 19 | $ | 20,931,447.55 | ||||||||
155 | JP Morgan Mortgage Trust 2013-3 | 115 | $ | 121,024,014.74 | ||||||||
156 | NRP MortgageTrust2013-1 | 425 | $ | 384,997,651.89 | ||||||||
157 | CSMC Trust 2013-HYB1 | 278 | $ | 299,001,824.95 | ||||||||
158 | CSMC Trust 2013-IVR4 | 35 | $ | 36,418,311.88 | ||||||||
162 | Citigroup Mortgage Loan Turst Series 2005-6 | 28 | $ | 14,051,836.18 | ||||||||
163 | SAMI II 2005-AR2 | 77 | $ | 69,372,530.91 | ||||||||
164 | MLCC 2005-3 | 31 | $ | 24,418,565.03 | ||||||||
165 | MLMI 2005-A10 | 25 | $ | 27,215,002.51 | ||||||||
166 | Redwood Residential Acquisition Corp | 17 | $ | 12,761,569.35 | ||||||||
169 | Sequoia Mortgage Trust 2012-1 | 68 | $ | 59,066,452.35 | ||||||||
172 | SEMT 2012-2 | 73 | $ | 63,961,565.00 | ||||||||
173 | SEMT 2013-1 | 17 | $ | 18,484,467.42 | ||||||||
174 | Sequoia Mortgage Trust 2012-3 | 72 | $ | 68,347,234.89 | ||||||||
175 | Harbor View 2003-2(formerly Greenwich) | 6 | $ | 2,511,678.20 | ||||||||
176 | Harbor View 2004-1(formerly Greenwich) | 19 | $ | 7,796,032.60 | ||||||||
177 | Harbor View 2004-5(formerly Greenwich) | 7 | $ | 3,820,691.97 | ||||||||
178 | Harbor View 2006-6 | 1 | $ | 386,154.63 | ||||||||
180 | MASTR 2003-5(formerly UBS Warburg) | 2 | $ | 1,589,284.40 | ||||||||
181 | Sequoia Mortgage Trust 2012-5 | 65 | $ | 60,428,229.30 | ||||||||
182 | Sequoia Mortgage Trust 2013-2 | 287 | $ | 255,840,603.41 | ||||||||
183 | Sequoia Mortgage Trust 2013-3 | 72 | $ | 67,098,191.44 | ||||||||
184 | Sequoia Mortgage Trust 2013-4 | 57 | $ | 59,769,305.26 | ||||||||
185 | MASTI 2003-4 (formerly UBS Warburg) | 6 | $ | 3,217,914.32 | ||||||||
187 | Sequoia Mortgage Trust 2013-7 | 13 | $ | 10,927,431.65 | ||||||||
188 | Sequoia Mortgage Trust 2013-8 | 4 | $ | 2,475,602.01 | ||||||||
189 | CSMC Trust 2013-IVR3 | 29 | $ | 34,234,123.08 | ||||||||
191 | CSFB 2004-5 | 2 | $ | 447,768.73 | ||||||||
192 | CSFB 2004-6 | 4 | $ | 582,192.07 | ||||||||
193 | CSFB 2004-7 | 1 | $ | 223,401.62 | ||||||||
194 | TIAA-CREF Trust Company, FSB | 273 | $ | 166,200,454.08 | ||||||||
Appendix A
Investor # | Investor Name | Loan Count | Balance | |||||||||
195 | MLMI 2005-A1 | 13 | $ | 6,493,903.20 | ||||||||
196 | Merrill Lynch Bank | 28 | $ | 22,855,792.70 | ||||||||
197 | MLCC 2006-2 | 53 | $ | 28,841,347.74 | ||||||||
199 | Sequoia Mortgage Trust 2012-4 | 48 | $ | 47,682,018.43 | ||||||||
200 | Sequoia Mortgage Trust 2012-6 | 32 | $ | 30,502,749.17 | ||||||||
201 | JP Morgan Mortgage Acq. Corp. | 172 | $ | 136,599,495.92 | ||||||||
203 | Scottrade Bank | 102 | $ | 48,085,184.30 | ||||||||
204 | JP Morgan Mortgage Trust 2013-1 | 251 | $ | 169,709,327.80 | ||||||||
207 | CSMC Trust 2013-IVR1 | 99 | $ | 82,505,687.20 | ||||||||
209 | CSMC Trust 2013-IVR2 | 163 | $ | 148,510,252.22 | ||||||||
215 | Bank United N.A. | 29 | $ | 30,723,502.40 | ||||||||
216 | North Valley Bank | 12 | $ | 13,520,460.41 | ||||||||
217 | Signature Bank | 13 | $ | 17,947,392.79 | ||||||||
244 | Independent National Mortgage | 1 | $ | 328,423.42 | ||||||||
248 | Washington Mutual Bank, Flow Sales (PNC) | 2 | $ | 434,020.27 | ||||||||
250 | CitiMortgage | 8 | $ | 2,199,496.51 | ||||||||
260 | CitiMortgage | 12 | $ | 2,537,145.74 | ||||||||
312 | Residential Funding | 18 | $ | 5,791,602.24 | ||||||||
330 | U.S. Bank | 2 | $ | 222,747.28 | ||||||||
356 | Thornburg 2008-1 | 3 | $ | 1,661,970.83 | ||||||||
357 | Everbank | 18 | $ | 15,292,599.37 | ||||||||
358 | DLJ Mortgage Capital, Inc. | 1 | $ | 1,600,000.00 | ||||||||
360 | Northfield Bank | 287 | $ | 277,192,921.95 | ||||||||
361 | JP Morgan Trust 2014-OAK4 | 11 | $ | 12,911,483.17 | ||||||||
362 | JP Morgan Mortgage Trust 2014-5 | 186 | $ | 119,757,099.69 | ||||||||
363 | Sequoia Mortgage Trust 2014-4 | 121 | $ | 103,684,910.88 | ||||||||
364 | JP Morgan Mortgage TR2014-IVR6 | 335 | $ | 330,721,573.49 | ||||||||
365 | CSMC TRUST 2105-WIN1 | 6 | $ | 4,943,543.60 | ||||||||
366 | JP Morgan Mortgage Trust 2015-1 | 795 | $ | 790,866,625.61 | ||||||||
367 | Sequoia Mortgage Trust 2015-1 | 117 | $ | 97,647,389.36 | ||||||||
368 | Nexbank SSB | 86 | $ | 79,453,670.04 | ||||||||
369 | CSMC Trust 2015-1 | 5 | $ | 4,549,322.79 | ||||||||
370 | JP Morgan Mortgage TR2015-IVR2 | 357 | $ | 343,632,109.47 | ||||||||
371 | CSMC TRUST 2015-2 | 8 | $ | 6,112,623.16 | ||||||||
372 | CSMC TRUST 2015-3 | 5 | $ | 3,598,272.70 | ||||||||
373 | Dime Bank | 35 | $ | 28,921,622.28 | ||||||||
375 | Sequoia Mortgage Trust 2015-2 | 22 | $ | 16,093,959.12 | ||||||||
376 | RWT FINANCIAL, LLC | 355 | $ | 305,722,395.23 | ||||||||
377 | CSMLT 2015-1 | 21 | $ | 16,542,704.70 | ||||||||
378 | JP MORGAN MORTGAGE TR 2015-3 | 84 | $ | 77,481,565.04 | ||||||||
380 | SEQUOIA MORTGAGE TR 2015-3 | 43 | $ | 39,799,119.20 | ||||||||
381 | GUARANTY BANK & TRUST COMPANY | 65 | $ | 49,340,795.42 | ||||||||
382 | CSMLT 2015-2 TRUST | 2 | $ | 1,909,949.28 | ||||||||
383 | Landmark Community Bank | 21 | $ | 15,194,369.69 | ||||||||
384 | GOLDEN PACIFIC BANK, NA | 6 | $ | 4,032,557.58 | ||||||||
385 | J.P. MORGAN MORTGAGE TR 2015-4 | 167 | $ | 131,100,516.29 | ||||||||
386 | J.P. MORGAN MORTGAGE TR 2015-5 | 458 | $ | 439,200,734.51 | ||||||||
387 | Colorado Federal Savings Bank | 71 | $ | 96,841,713.07 | ||||||||
388 | Nationwide Bank | 284 | $ | 240,480,457.33 | ||||||||
389 | Wilmington Sav Fund Society | 91 | $ | 93,114,552.35 | ||||||||
390 | J.P. MORGAN MORTGAGE TR 2015-6 | 78 | $ | 72,232,928.32 | ||||||||
391 | CSMLT 2015-3 TRUST | 17 | $ | 13,017,569.83 | ||||||||
392 | Sequoia Mortgage Trust 2015-4 | 59 | $ | 44,675,757.52 | ||||||||
393 | Broadway Federal Bank | 103 | $ | 99,055,258.29 | ||||||||
394 | New Residential Mortgage Loan | 1 | $ | 400,196.40 | ||||||||
395 | NATIIONSTAR MORTGAGE LLC., AS | 1 | $ | 1,000,000.00 | ||||||||
414 | Federal Home Mortgage Loan Association | 7 | $ | 487,240.16 | ||||||||
415 | FNMA MBS | 5 | $ | 254,188.89 | ||||||||
420 | THORNBURG MORTGAGE THB2003-1 | 3 | $ | 1,952,362.61 | ||||||||
421 | THORNBURG MORTGAGE THB2003-2 | 5 | $ | 2,667,788.41 | ||||||||
422 | THORNBURG MORTGAGE THB2003-3 | 1 | $ | 927,582.46 | ||||||||
Appendix A
Investor # | Investor Name | Loan Count | Balance | |||||||||
423 | THORNBURG MORTGAGE THB2003-4 | 7 | $ | 5,196,115.63 | ||||||||
424 | THORNBURG MORTGAGE THB2003-5 | 14 | $ | 10,471,416.92 | ||||||||
425 | THORNBURG MORTGAGE THB2003-6 | 16 | $ | 10,764,234.62 | ||||||||
426 | THORNBURG MORTGAGE THB2004-1 | 9 | $ | 5,196,455.94 | ||||||||
427 | THORNBURG MORTGAGE THB2004-2 | 12 | $ | 8,466,896.05 | ||||||||
428 | THORNBURG MORTGAGE THB2004-3 | 16 | $ | 10,969,288.31 | ||||||||
429 | THORNBURG MORTGAGE THB2004-4 | 26 | $ | 15,705,076.35 | ||||||||
430 | THORNBURG MORTGAGE THB2005-1 | 46 | $ | 23,211,139.52 | ||||||||
431 | THORNBURG MORTGAGE THB2005-2 | 35 | $ | 23,269,414.17 | ||||||||
432 | THORNBURG MORTGAGE THB2005-3 | 37 | $ | 28,764,130.13 | ||||||||
433 | THORNBURG MORTGAGE THB2005-4 | 13 | $ | 7,329,264.64 | ||||||||
434 | THORNBURG MORTGAGE THB2006-1 | 8 | $ | 7,306,154.33 | ||||||||
435 | THORNBURG MORTGAGE THB2006-2 | 15 | $ | 9,626,563.95 | ||||||||
436 | THORNBURG MORTGAGE THB2006-3 | 20 | $ | 14,964,485.55 | ||||||||
437 | THORNBURG MORTGAGE THB2006-4 | 10 | $ | 10,739,475.27 | ||||||||
438 | THORNBURG MORTGAGE THB2006-5 | 10 | $ | 5,089,140.43 | ||||||||
439 | THORNBURG MORTGAGE THB2006-6 | 35 | $ | 17,005,700.56 | ||||||||
440 | THORNBURG MORTGAGE THB2007-1 | 5 | $ | 4,346,000.00 | ||||||||
441 | THORNBURG MORTGAGE THB2007-2 | 46 | $ | 36,848,971.99 | ||||||||
442 | THORNBURG MORTGAGE THB2007-3 | 14 | $ | 8,259,291.18 | ||||||||
443 | THORNBURG MORTGAGE THB2007-4 | 3 | $ | 4,011,382.91 | ||||||||
510 | CitiMortgage | 6 | $ | 650,347.66 | ||||||||
515 | Fannie Mae-Laser | 4946 | $ | 1,630,762,795.20 | ||||||||
516 | Bank of New Canaan | 3 | $ | 3,729,250.00 | ||||||||
614 | Federal Home Loan Mortgage Association | 1 | $ | 40,314.06 | ||||||||
633 | Chase Mortgage Services, Inc | 3 | $ | 97,910.79 | ||||||||
636 | Bank United of Florida | 1 | $ | 18,765.36 | ||||||||
637 | Bank of America | 2 | $ | 134,983.11 | ||||||||
720 | 2002-FRB2 REMIC | 27 | $ | 15,082,818.47 | ||||||||
730 | 2002-FRB1 REMIC | 40 | $ | 21,305,545.98 | ||||||||
740 | 2001-FRB1 REMIC | 48 | $ | 31,286,133.09 | ||||||||
760 | 2000-FRB1 REMIC | 19 | $ | 6,859,357.38 | ||||||||
770 | Bear Stearns | 10 | $ | 2,498,835.64 | ||||||||
775 | AAR BART 2003-5 (Bear Stearns) | 24 | $ | 8,234,515.22 | ||||||||
777 | HVMLT 2006-13 | 1 | $ | 718,283.42 | ||||||||
780 | 2000-FRB2 REMIC | 28 | $ | 13,528,329.93 | ||||||||
Total | 15,264 | 10,438,964,956.81 | ||||||||||
Appendix B
Investor # | Investor Name | Loan Count | Balance | |||||||||
166 | Redwood Residential Acquisition Corp | 16 | $ | 11,775,599.29 | ||||||||
376 | RWT Financial, LLC | 12 | $ | 11,616,772.66 | ||||||||
387 | Colorado Federal Savings Bank | 40 | $ | 43,287,019.23 | ||||||||
391 | CSMLT 2015-3 TRUST | 1 | $ | 503,997.02 | ||||||||
393 | Broadway Federal Bank | 102 | $ | 98,755,833.50 | ||||||||
395 | Nationstar Mortgage LLC., AS | 1 | $ | 1,000,000.00 | ||||||||
515 | Fannie Mae-Laser | 75 | $ | 29,791,284,74 | ||||||||
Total | 247 | $ | 196,730,506.44 | |||||||||
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management’s assessment, included in the accompanying Management Assessment, that First Republic Bank (the Bank) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for residential mortgage loans serviced for others (the Platform), as of and for the year ended December 31, 2015, except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not applicable to the activities it performs with respect to the Platform. Appendix A to Management Assessment identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Bank’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Bank’s compliance based on our examination.
The Bank has determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Bank performs with respect to the Platform only as it relates to those transactions and securities issued after November 23, 2015. Appendix B to Management Assessment identifies the individual asset-backed transactions and securities for which criteria 1122(d)(1)(v) is applicable. For transactions and securities issued on or before November 23, 2015, the Bank has assessed compliance with servicing activities described in servicing criterion 1122(d)(1)(v) under other applicable servicing criteria in accordance with the SEC Division of Corporation Finance’s Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03 as of and for the year ended December 31, 2015.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Bank’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 Bank 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 Bank 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 Bank 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 Bank’s compliance with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
(“KPMG International”), a Swiss entity.
As described in the accompanying Management Assessment, for servicing criteria 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged various vendors to perform the activities required by these servicing criteria. The Bank has determined that none of these vendors is considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by the SEC’sCompliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06). As permitted by C&DI 200.06, the Bank has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria applicable to each vendor. The Bank is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Bank’s eligibility to apply C&DI 200.06.
As discussed in the accompanying Management Assessment, the Bank has amended its assessment of compliance dated February 26, 2016 to include the applicable servicing criteria 1122(d)(2)(iv) and 1122(d)(1)(v).
In our opinion, management’s assessment that First Republic Bank complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii) for which compliance is determined based on C&DI 200.06 as described above, as of and for the year ended December 31, 2015 is fairly stated, in all material respects.
San Francisco, California
September 14, 2016