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**

 

 

**ServicingStandards**

 

 

Management of the Bankidentified the following standards which are, in management’s opinion, applicableto servicing credit card receivables and consistent with the applicableprovisions of Article III, Article IV and Section 8.8 of the Amended andRestated Pooling and Servicing Agreement, dated as of April 28, 2000 (asamended, 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.     Finance charges are calculated in accordance with the applicablecardholder agreements based on cardholder average daily balances.

 

2.     Finance charges are accurately reflected on the customers’ monthlybilling statements.

 

**II.****           ****Investor Accounting andReporting**

 

1.     The monthly certificateholders’ statements are prepared and sent toinvestors or trustees on a monthly basis.

 

2.     The monthly certificateholders’ statements shall reconcile to theservicers’ accounting records.

 

3.     The monthly certificateholders’ statements are mathematically accurateand are prepared in accordance with the applicable provisions of the Agreement

 

 

Exhibit 99.5

 

**III.****          ****Accounting**

 

1.     The servicing entity’s records of individual credit card receivablebalances shall agree with, or reconcile to, the records of debtors with respectto the unpaid principal balance.

 

 

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

 

1.     Write-offs of cardholder balances shall be completed within theapplicable Office of the Comptroller of the Currency regulations and accountingprinciples generally accepted in the United States.