Exhibit 99.2

March 25, 2002



Management Report on Internal Control over
Servicing of Securitized Credit Card Receivables

Management of JPMorgan Chase Bank is responsible for establishing and
maintaining effective internal control over servicing of securitized credit card
receivables, which is designed to provide reasonable assurance regarding the
proper servicing of securitized credit card receivables. The internal control
system contains self-monitoring mechanisms, and actions are taken to correct
deficiencies as they are identified.

There are inherent limitations in any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control can provide only reasonable
assurance with respect to servicing of securitized credit card receivables.
Further, because of changes in conditions, the effectiveness of internal control
may vary over time.

Management of JPMorgan Chase Bank assessed its internal control over servicing
of securitized credit card receivables as of December 31, 2001 in relation to
criteria for effective internal control established in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes that, as of December 31, 2001, JPMorgan Chase Bank maintained effective
internal control over servicing of securitized credit card receivables.


/s/ Richard Srednicki
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Richard Srednicki
Executive Vice President
JPMorgan Chase Bank


/s/ Daniel DeMeo
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Daniel DeMeo
Senior Vice President
JPMorgan Chase Bank