Exhibit 99.(a)

 

 

INDEPENDENTACCOUNTANTS' REPORT

Sears, Roebuck and Co.Hoffman Estates, Illinois

We have examined management'sassertion, included in the accompanying MANAGEMENT'S REPORT ON INTERNALCONTROL RELATED TO SERVICING PROCEDURES, that as of December 31, 2002, based onthe criteria established in "Internal Control - IntegratedFramework" issued by the Committee of Sponsoring Organizations of theTreadway Commission (the "COSO Report"), Sears, Roebuck and Co. (the"Company") maintained effective internal control over the servicingand financial reporting procedures provided to Sears Credit Account Master TrustII (the "Trust") under the terms of the Pooling and ServicingAgreement dated as of July 31, 1994, as amended and supplemented through July20, 2001 (the "Agreement"), by and among the Company (as Servicer),SRFG, Inc. (as Seller) and The Bank of New York, successor trustee to Bank One,N.A. (as Trustee), insofar as such internal control relates to the preventionand detection of misstatements due to error or fraud in amounts that would bematerial to the assets of the Trust. Management isresponsible for maintaining effective internal control over the servicing andfinancial reporting procedures provided by the Company to the Trust. Ourresponsibility is to express an opinion on management's assertion based on ourexamination.

Our examination was conducted inaccordance with attestation standards established by the American Institute ofCertified Public Accountants and, accordingly, included obtaining anunderstanding of the internal control over the servicing and financial reportingprocedures performed by the Company, as Servicer, under the applicable sectionsof the Agreement, testing and evaluating the design and operating effectivenessof the internal control, and performing such other procedures as we considerednecessary in the circumstances. We believe that our examination provides areasonable basis for our opinion.

Because of inherent limitations in anyinternal control, misstatements due to error or fraud may occur and not bedetected. Also, projections of any evaluation of internal control over theservicing and financial reporting procedures performed by the Company, asServicer, to future periods are subject to the risk that the internal controlmay become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

In our opinion, management'sassertion that the Company maintained effective internal control over theservicing and financial reporting procedures provided by the Company to theTrust as of December 31, 2002, insofar as such internal control relates to theprevention and detection of misstatements due to error or fraud in amounts thatwould be material to the assets of the Trust, is fairly stated, in all materialrespects, based on the criteria established in the COSO report.

 

/s/ Deloitte & Touche LLP

March 28, 2003

 

 

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MANAGEMENT'S REPORT ON INTERNALCONTROL RELATED TO SERVICING PROCEDURES

The management of Sears, Roebuck andCo. (the "Company") is responsible for establishing and maintainingeffective internal control over the servicing and financial reporting proceduresprovided by the Company, as Servicer, to Sears Credit Account Master Trust II(the "Trust"), under the terms of the Pooling and Servicing Agreementdated as of July 31, 1994, as amended and supplemented through July 20, 2001(the "Agreement"), by and among the Company, as Servicer, SRFG, Inc.,as Seller, and The Bank of New York, successor trustee to Bank One, N.A., asTrustee.

There are inherent limitations in theeffectiveness of any internal control, including the possibility of human errorand the circumvention or overriding of controls. Accordingly, even effectiveinternal control can provide only reasonable assurance with respect to theservicing and financial reporting procedures provided by the Company to theTrust. Further, because of changes in conditions, the effectiveness of internalcontrol may vary over time.

Management's assessment of itsinternal control is based on criteria for effective internal control describedin "Internal Control - Integrated Framework" issued by the Committeeof Sponsoring Organizations of the Treadway Commission. Based on thisassessment, management believes that the Company maintained effective internalcontrol over the servicing and financial reporting procedures provided to theTrust under the terms of the Agreement as of December 31, 2002, insofar as suchinternal control relates to the prevention and detection of misstatements due toerror or fraud in amounts that would be material to the assets of the Trust.

March 28, 2003

/s/ Thomas E.Bergmann                 Thomas E. BergmannVice President and Controller