Exhibit 99.3
Report of Independent Registered Public Accounting Firm
Capital One Auto Finance, Inc.
3901 Dallas Parkway
Plano, Texas 75093
And
JP Morgan Chase Bank
4 New York Plaza
6th Street
New York, NY 10001
We have examined management’s assertion, included in the accompanying Report of Management on Compliance, that Capital One Auto Finance, Inc. (“COAF”), a wholly owned subsidiary of Capital One Financial Corporation, complied in all material respects with the requirements of Sections 2.4(a), 2.4(b), 2.4(c), 3.7, 3.8, 3.9(a), 3.11, 4.2, 4.3(a), 4.5, 4.6, and 9.2(e) of the Sale and Servicing Agreement dated as of December 9, 2004 regarding the Capital One Prime Auto Receivables Trust, 2004-3 Class A Notes (the “Agreement”), which was filed with the Securities and Exchange Commission on Form 8-K on December 10, 2004, for the year ended December 31, 2004. Management is responsible for COAF’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion about COAF’s compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the U.S. Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about COAF’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on COAF’s compliance with specified requirements.
In our opinion, management’s assertion that COAF complied with the aforementioned Sections of the Agreement for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/ ERNST & YOUNG LLP |
March 15, 2005
