Exhibit 99.5

 

Report of Management onCompliance

 

 

# **January 21, 2005**

 

We, as members of management of Target National Bank, as servicer (“TNB”),are responsible for complying with the administration and servicingrequirements of Article III, Article IV and Section 8.8 of the Amended andRestated Pooling and Servicing Agreement, dated as of April 28, 2000 (as amended, the “Pooling and Servicing Agreement”)and the applicable provisions of the Series 2001-1 Supplement, dated as ofAugust 22, 2001, and the Series 2002-1 Supplement, dated as of July 2, 2002(together, the “Supplements”) to theTarget Credit Card Master Trust as set forth in Exhibit A.  We also are responsible for establishing andmaintaining effective internal control over compliance with the administrationand servicing requirements of Article III, Article IV and Section 8.8 of thePooling and Servicing Agreement and the applicable provisions of theSupplements, insofar as such articles, section and provisions relate toaccounting matters.  We have performed anevaluation of TNB’s compliance with the requirements of the administration andservicing requirements of Article III, Article IV and Section 8.8 of thePooling and Servicing Agreement and the applicable provisions of theSupplements as set forth in Exhibit A, as of January 1, 2005 and for the fiscalyear then ended.  Based on thisevaluation, we assert that for the fiscal year ended January 1, 2005, TNBcomplied, in all material respects, with the administration and servicingrequirements of Article III, Article IV and Section 8.8 of the Pooling andServicing Agreement and the applicable provisions of the Supplements, as setforth in Exhibit A.

 

 
|   | Very  truly yours,               |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | /s/  Terrence J. Scully          |   |
|   | Terrence  J. Scully              |
|   | President,  TNB                  |
|   |                             |
|   |                             |
|   | /s/  Thomas A. Swanson           |   |
|   | Thomas  A. Swanson               |
|   | Vice  President and Cashier, TNB |
|        |                                  |  |  |

 

 

Exhibit 99.5

 

**Exhibit A**

 

 

**Servicing Standards**

 

 

Managementof the Bank identified the following standards which are, in management’sopinion, applicable to servicing credit card receivables and consistent withthe applicable provisions of Article III, Article IV and Section 8.8 of theAmended and Restated Pooling and Servicing Agreement, dated as of April 28,2000 (as amended, the “Pooling and Servicing Agreement”) and the Series 2001-1Supplement, dated as of August 22, 2001, and the Series 2002-1 Supplement,dated as of July 2, 2002 to the Target Credit Card Master Trust (theAgreements).

 

 

**I.****          Finance Charges**

 

1.     Financecharges are calculated in accordance with the applicable cardholder agreementsbased on cardholder average daily balances.

 

2.     Financecharges are accurately reflected on the customers’ monthly billing statements.

 

**II.****        Investor Accounting and Reporting**

 

1.     Themonthly certificateholders’ statements are prepared and sent to investors ortrustees on a monthly basis.

 

2.     Themonthly certificateholders’ statements shall reconcile to the servicers’accounting records.

 

3.     Themonthly certificateholders’ statements are mathematically accurate and areprepared in accordance with the applicable provisions of the Agreement

 

 

Exhibit 99.5

 

**III.****       Accounting**

 

1.     Theservicing entity’s records of individual credit card receivable balances shallagree with, or reconcile to, the records of debtors with respect to the unpaidprincipal balance.

 

**IV.****       Write-Offs**

 

1.     Write-offsof cardholder balances shall be completed within the applicable Office of theComptroller of the Currency regulations and accounting principles generallyaccepted in the United States.