**Exhibit 99.3**

 

 

Reportof Independent Accountants

 

 

 

Capital One Auto Finance, Inc.

3901 Dallas Pkwy

Plano, Texas 75093

 

and

 

MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

 

and

 

JPMorgan Chase Bank

450 West 33rd Street,

14th Floor

New York, NY 10001

 

 

CapitalOne Auto Finance Trust

 

 

We have examined management’s assertion,included in the accompanying *Report of Management on Compliance*, thatCapital One Auto Finance, Inc. (“COAF”), a wholly owned subsidiary of CapitalOne Financial Corporation, complied with the requirements of Sections 2.08(b),2.09, 2.10, 2.16, 2.17, 3.02, 3.03(b) and 3.04 of the Sale and ServicingAgreement dated as of April 23, 2002 (the “2002-A Agreement”), the Sale andServicing Agreement dated as of September 16, 2002 (the “2002-B Agreement”) andthe Sale and Servicing Agreement dated as of December 17, 2002, (the “2002-CAgreement” and, together with the 2002-A Agreement and the 2002-B Agreement,the “Agreements”), regarding the Capital One Auto Finance Trust, 2002-A Class ANotes, Capital One Auto Finance Trust, 2002-B Class A Notes and the Capital OneAuto Finance Trust, 2002-C Class A Notes, respectively for the year endedDecember 31, 2002.  Management isresponsible for COAF’s compliance with those requirements.  Our responsibility is to express an opinionon management’s assertion about COAF’s compliance based on our examination.

 

Our examination was conducted in accordancewith attestation standards established by the American Institute of CertifiedPublic Accountants and, accordingly, included examining, on a test basis,evidence about COAF’s compliance with those requirements and performing suchother procedures as we considered necessary in the circumstances.  We believe that our examination provides areasonable basis for our opinion.  Ourexamination does not provide a legal determination on COAF’s compliance withspecified requirements.

 

In our opinion, management’s assertion thatCOAF complied with the requirements of the sections of the Agreements referredto in the first paragraph above, for the year ended December 31, 2002 is fairlystated, in all material respects.

 

This report is intended solely for theinformation and use of COAF, MBIA Insurance Corporation, and JPMorgan ChaseBank and is not intended to be and should not be used by anyone other thanthese specified parties.  However, thisreport is a matter of public record and its distribution is not limited.

 

 
|           |   | /s/ Ernst & Young LLP |
|----------------|--------|---------------------------|
|           |   | Ernst & Young LLP     |
| March 31, 2003 |   |                      |

 

1

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Reportof Management on Compliance

We,as members of management of Capital One Auto Finance, Inc. (“COAF”), a whollyowned subsidiary of Capital One Financial Corporation, are responsible forcomplying with the requirements of Sections 2.08(b), 2.09, 2.10, 2.16, 2.17,3.02, 3.03(b) and 3.04 of the Sale and Servicing Agreement dated as of April23, 2002 (the “2002-A Agreement”), the Sale and Servicing Agreement dated as ofSeptember 16, 2002 (the “2002-B Agreement”) and the Sale and ServicingAgreement dated as of December 17, 2002, (the “2002-C Agreement” and, togetherwith the 2002-A Agreement and the 2002-B Agreement, the “Agreements”),regarding the Capital One Auto Finance Trust, 2002-A Class A Notes, Capital OneAuto Finance Trust, 2002-B Class A Notes and the Capital One Auto FinanceTrust, 2002-C Class A Notes, respectively. We are also responsible for establishing and maintaining effectiveinternal control over compliance with the requirements referred to in thepreceding sentence.

Wehave performed and evaluation of COAF’s compliance with the requirements ofSections 2.08(b), 2.09, 2.10, 2.16, 2.17, 3.02, 3.03(b) and 3.04 of theAgreements as of December 31, 2002 and for the year then ended.  Based on this evaluation, we assert that forthe year ended December 31, 2002, COAF complied with the requirements of thesections in the Agreements.
| /s/ David R. Lawson             |   | /s/ Randy Ellspermann           |
|---------------------------------|--------|---------------------------------|
| David R. Lawson                 |   | Randy Ellsperman                |
| President                       |   | Chief Financial Officer         |
| Capital One Auto Finance,  Inc. |   | Capital One Auto Finance,  Inc. |

 

 

 

 

March 31, 2003