Exhibit 28(a)

 

 

 

INDEPENDENT ACCOUNTANTS' REPORT

Sears, Roebuck and Co.

Hoffman Estates, Illinois

We have examined management's assertion, included in the accompanyingMANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES, thatas of December 31, 2001, based on the criteria established in "InternalControl - Integrated Framework" issued by the Committee of SponsoringOrganizations of the Treadway Commission (the "COSO Report"), Sears,Roebuck and Co. (the "Company") maintained effective internal controlover the servicing and financial reporting procedures provided to Sears CreditAccount Master Trust II (the "Trust") under the terms of the Poolingand Servicing Agreement dated as of July 31, 1994, as amended and supplementedthrough July 20, 2001 (the "Agreement"), by and among the Company (asServicer), SRFG, Inc. (as Seller) and The Bank of New York, successor trustee toBank One, National Association, (as Trustee), insofar as such internal controlrelates to the prevention and detection of misstatements due to error or fraudin amounts that would be material to the assets of the Trust.Management is responsible for maintaining effective internal control overthe servicing and financial reporting procedures provided by the Company to theTrust. Our responsibility is to express an opinion on the assertion based on ourexamination.

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included obtaining an understanding of the internal control overthe servicing and financial reporting procedures performed by the Company, asServicer, under the applicable sections of the Agreement, testing and evaluatingthe design and operating effectiveness of the internal control, and performingsuch other procedures as we considered necessary in the circumstances. Webelieve that our examination provides a reasonable basis for our opinion.

Because of the inherent limitations in any internal control, misstatementsdue to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal control over the servicing and financial reportingprocedures performed by the Company, as Servicer, to future periods are subjectto the risk that the internal control may become inadequate because of changesin conditions, or that the degree of compliance with the policies or proceduresmay deteriorate.

In our opinion, management's assertion that the Company maintainedeffective internal control over the servicing and financial reporting proceduresprovided by the Company to the Trust as of December 31, 2001, 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, isfairly stated, in all material respects, based on the criteria established inthe COSO report.

 

 

/s/ Deloitte & Touche LLP

March 18, 2002

 

 

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES

The management of Sears, Roebuck and Co. (the "Company") isresponsible for establishing and maintaining effective internal control over theservicing and financial reporting procedures provided by the Company, asServicer, to Sears Credit Account Master Trust II (the "Trust"), underthe terms of the Pooling and Servicing Agreement dated as of July 31, 1994, asamended and supplemented through July 20, 2001 (the "Agreement"), byand among the Company, as Servicer, SRFG, Inc., as Seller, and The Bank of NewYork, successor trustee to Bank One, National Association, as Trustee.

There are inherent limitations in the effectiveness of any internal control,including the possibility of human error and the circumvention or overriding ofcontrols. Accordingly, even effective internal control can provide onlyreasonable assurance with respect to the servicing and financial reportingprocedures provided by the Company to the Trust. Further, because of changes inconditions, the effectiveness of internal control may vary over time.

Management's assessment of its internal control is based on criteria foreffective internal control described in "Internal Control-IntegratedFramework" issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on this assessment, management believes that theCompany maintained effective internal control over the servicing and financialreporting procedures provided to the Trust under the terms of the Agreement asof December 31, 2001, 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.

March 18, 2002

 

 

/s/Paul J. Liska

PaulJ. Liska

ExecutiveVice President and Chief Financial Officer