EXHIBIT 99.3
PricewaterhouseCoopers LLP
214 N. Tryon Street, Suite 3600
Charlotte, NC 28202
Report of Independent Accountants
To Deutsche Bank Trust Company Americas
and the Board of Directors of Bank of America Corporation
and Fleet Bank (RI) National Association:
We have examined management's assertion, included in the accompanying Report of Management on Compliance with Specified Servicing Requirements, that Fleet Bank (RI), National Association, a wholly owned subsidiary of Bank of America Corporation (the "Company"), complied with Sections 3.01 (a), 3.01(b), 3.01(c), 3.01(e), 3.01(f), 3.02, 3.04, 3.05, 3.06, 3.09, and 3.10, Article IV and Section 8.08 (the "Specified Servicing Requirements") of the Amended and Restated Pooling and Servicing Agreement dated and effective as of December 1, 1993, as amended and restated as of January 1, 2002, and further amended by Amendment Number 1 dated as of April 1, 2002 ("the Agreement"), among Fleet Bank (RI), National Association, as Servicer, Fleet Credit Card Funding Trust, as Transferor, and Deutsche Bank Trust Company Americas, as Trustee on behalf of the Certificateholders of Fleet Credit Card Master Trust II, relating to various series of Fixed and Floating Rate Asset-Backed Certificates issued or outstanding during the twelve monthes ended September 30, 2004. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the Specified Servicing Requirements based on our examination.
Our examination was conducted 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 Specified Servicing Requirements during the twelve months ended September 30, 2004, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.
In our opinion, management's assertion that the Company complied with the Specified Servicing Requirements during the twelve months ended September 30, 2004 is fairly stated, in all material respects.
/s/PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
October 22, 2004
