# **Exhibit 99.28**

 

 

 

Report of IndependentAccountants

 

 

 

Capital One Bank

11013 West Broad Street

Glen Allen, Virginia  23060

 

and

 

The Bank of New York

101 Barclay Street

Corporate Trust Dept.

New York, NY  10286

 

 

Capital One Master Trust

 

 

We have examined management’s assertion, included in the accompanying *Report ofManagement on Compliance*, that Capital One Bank (the “Bank”), awholly-owned subsidiary of Capital One Financial Corporation, complied with therequirements of Sections 3.02, 3.04, 3.09, 4.02, 4.03, 4.04, 4.05 and 8.08 ofthe Pooling and Servicing Agreement dated as of September 30, 1993, as amendedand restated as of August 1, 2002 between Capital One Funding, LLC, Capital OneBank, and The Bank of New York (collectively, the “Agreement”), and Article IVof the supplements to the Agreement relating to Series 1996-2, 1996-3, 1997-1,1997-2, 1998-1, 1998-4, 1998-5, 1998-6, 1999-1, 1999-2, 1999-3, 1999-4, 1999-A,2000-1, 2000-2, 2000-3, 2000-4, 2000-5, 2001-1, 2001-2, 2001-3, 2001-4, 2001-5,2001-6, 2001-7, 2001-8, 2001-A 2002-1, 2002-2, 2002-3, 2002-4, 2002-A, 2002-B,and 2002-CC (collectively, the “Supplements”), for the year ended December 31,2002.  Management is responsible for theBank’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertionabout the Bank’s compliance based on our examination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and, accordingly,included examining, on a test basis, evidence about the Bank’s compliance withthose requirements and performing such other procedures as we considerednecessary in the circumstances.  Webelieve that our examination provides a reasonable basis for our opinion.  Our

 

 

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examination does not provide a legal determination on the Bank’scompliance with specified requirements.

 

In our opinion, management’s assertion that the Bank complied with therequirements of the sections of the Agreement and the provisions of theSupplements to the Agreement referred to in the first paragraph above, for theyear ended December 31, 2002 is fairly stated, in all material respects.

 

This report is intended solely for the information and use of CapitalOne Funding, LLC, Capital One Bank, and The Bank of New York and is notintended to be and should not be used by anyone other than these specifiedparties.  However, this report is amatter of public record and its distribution is not limited.

 
|   | /s/ Ernst & Young LLP |   |
|--------|---------------------------|--------|
|   | Ernst & Young LLP     |

 

 

March 31, 2003

 

 

 

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**Reportof Management on Compliance**

 

 

We, as members of management of Capital One Bank (the “Bank”), awholly-owned subsidiary of Capital One Financial Corporation, are responsiblefor complying with the requirements of Sections 3.02, 3.04, 3.09, 4.02, 4.03,4.04, 4.05 and 8.08 of the Pooling and Servicing Agreement dated as ofSeptember 30, 1993, as amended and restated as of August 1, 2002 betweenCapital One Funding, LLC, Capital One Bank, and The Bank of New York(collectively, the “Agreement”), Article IV of the supplements to the Agreementrelating to Series 1996-2, 1996-3, 1997-1, 1997-2, 1998-1, 1998-4, 1998-5,1998-6, 1999-1, 1999-2, 1999-3, 1999-4, 1999-A, 2000-1, 2000-2, 2000-3, 2000-4,2000-5, 2001-1, 2001-2, 2001-3, 2001-4, 2001-5, 2001-6, 2001-7, 2001-8, 2001-A,2002-1, 2002-2, 2002-3, 2002-4, 2002-A, 2002-B, and 2002-CC.  We also are responsible for establishing andmaintaining effective internal control over compliance with the requirementsreferred to in the preceding sentence.

 

We have performed an evaluation of the Bank’s compliance with therequirements of Sections 3.02, 3.04, 3.09, 4.02, 4.03, 4.04, 4.05 and 8.08 ofthe Agreement and Article IV of the supplements to the Agreement relating toSeries 1996-2, 1996-3, 1997-1, 1997-2, 1998-1, 1998-4, 1998-5, 1998-6, 1999-1,1999-2, 1999-3, 1999-4, 1999-A, 2000-1, 2000-2, 2000-3, 2000-4, 2000-5, 2001-1,2001-2, 2001-3, 2001-4, 2001-5, 2001-6, 2001-7, 2001-8, 2001-A, 2002-1, 2002-2,2002-3, 2002-4, 2002-A, 2002-B, and 2002-CC as of December 31, 2002 and for theyear then ended.  Based on thisevaluation, we assert that for the year ended December 31, 2002, the Bankcomplied with the requirements of the sections in the Agreement and eachsupplement to the Agreement referred to above.

 

 
| /s/ Richard D. Fairbank |   | /s/ Nigel W. Morris |   | /s/ David R. Lawson     |
|-------------------------|--------|---------------------|--------|-------------------------|
| Richard D. Fairbank     |   | Nigel W. Morris     |   | David R. Lawson         |
| Chairman and Chief      |   | President and Chief |   | Senior Vice President,  |
| Executive Officer,      |   | Operating Officer   |   | Chief Financial Officer |
| Capital One Bank        |   | Capital One Bank    |   | Capital One Bank        |

 

 

 

 

March 31, 2003

 

 

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