Exhibit 99.2
Independent Auditors’ Report on Compliance
Capital One Bank
11013 West Broad Street
Glen Allen, Virginia 23060
And
The Bank of New York, as Trustee
101 Barclay Street, Floor 8 West
Corporate Trust Administration – Asset Backed Securities Unit
New York, NY 10286
We have examined management’s assertion, included in the accompanying Report of Management on Compliance, that Capital One Bank (the “Bank”), a wholly-owned subsidiary of Capital One Financial Corporation, complied in all material respects with the requirements of Sections 3.02, 3.04(a), 3.04(b), 3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.09(a), 3.09(b), 4.02, 4.03(a), 4.03(b), 4.03(c), 4.03(d), 4.04, 4.05 and 8.08 of the Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002, which was filed with the Securities and Exchange Commission on Form S-3/A on September 13, 2002 (the “Agreement”), as modified by the applicable sections in Article IV of the Series Supplements to the Agreement listed below (the “Supplements”), which were filed with the Securities and Exchange Commission on Form 8-K on the dates indicated below, regarding the Capital One Master Trust for the year ended December 31, 2005.
Series | | Date Filed with the
SEC on Form 8-K |
1998-1 | | July 9, 1998 |
1999-3 | | July 29, 1999 |
2000-3 | | September 1, 2000 |
2001-1 | | March 13, 2001 |
2001-2 | | May 9, 2001 |
2001-3 | | May 22, 2001 |
2001-5 | | August 24, 2001 |
Series | | Date Filed with the
SEC on Form 8-K |
2001-6 | | September 17, 2001 |
2001-8 | | November 5, 2001 |
2002-1 | | January 28, 2002 |
2002-2 | | April 18, 2002 |
2002-4 | | June 13, 2002 |
2002-CC | | September 13, 2002 |
Management is responsible for the Bank’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion about the Bank’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 the Bank’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 the Bank’s compliance with specified requirements.
