Report of Independent Accountants
Providian National Bank
and
Bankers Trust Company
We have examined management's assertion that Providian National Bank complied
with the relevant terms and conditions of Articles III and IV, and Sections 8.08
and 9.01 of the Pooling and Servicing Agreement, as amended and supplemented
(the "Agreement"), dated as of June 1, 1993 between Providian National Bank, as
Seller and Servicer, and Bankers Trust Company, as Trustee, during the year
ended December 31, 2000. Management is responsible for Providian National Bank's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about Providian National Bank's compliance based on
our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about Providian
National Bank's compliance with those requirements and performing such other
procedures, as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Providian National Bank's compliance with
specified requirements.
In our opinion, management's assertion that Providian National Bank complied
with the aforementioned requirements during the year ended December 31, 2000 is
fairly stated in all material respects.
This report is intended solely for the information and use of Providian National
Bank and Bankers Trust Company and is not intended to be and should not be used
by anyone other than these specified parties.
/s/ Ernst & Young LLP
March 5, 2001
Report of Independent Accountants
Board of Directors
Providian National Bank
We have examined management's assertion that its controls over the functions
performed as Servicer of the Providian Master Trust ("Trust") are effective,
during the year ended December 31, 2000, in providing reasonable assurance that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's authorization
in conformity with the Pooling and Servicing Agreement dated as of June 1, 1993,
as amended and supplemented (the "Agreement"), between Providian National Bank,
as Seller and Servicer, and Bankers Trust Company, as Trustee, and are recorded
properly to permit the preparation of the required financial reports. Management
is responsible for its controls over compliance with those requirements. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the controls over the
functions performed by Providian National Bank as Servicer of the Trust, testing
and evaluating the design and operating effectiveness of those controls, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of the controls over the functions performed as Servicer of the Trust
to future periods are subject to the risk that the controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the controls may deteriorate.
In our opinion, management's assertion, that it believes that Providian National
Bank's controls over the functions performed as Servicer of the Trust are
effective in providing reasonable assurance that Trust assets are safeguarded
against loss from unauthorized use or disposition, and that transactions are
executed in accordance with management's authorization in conformity with the
Agreement, and are recorded properly to permit the preparation of the required
financial reports, for the year ended December 31, 2000 is fairly stated, in all
material respects, based on the following criteria specified in management's
assertion:
Controls provide reasonable assurance that funds collected are
appropriately remitted to the Trustee in accordance with the Agreement.
Controls provide reasonable assurance that Trust assets are segregated from
those assets retained by Providian National Bank in accordance with the
Agreement.
Controls provide reasonable assurance that expenses incurred by the Trust
are properly calculated and remitted in accordance with the Agreement.
Controls provide reasonable assurance that additions of accounts to the
Trust are authorized in accordance with the Agreement.
Controls provide reasonable assurance that removals of accounts from the
Trust are authorized in accordance with the Agreement.
Controls provide reasonable assurance that Trust principal collections used
to amortize investor's certificates are calculated in accordance with the
Agreement.
Controls provide reasonable assurance that Monthly Statements and Payment
Instructions provided to the Trustee are reviewed by management prior to
delivery.
Controls provide reasonable assurance that Monthly Statements and Payment
Instructions contain information required by the Agreement.
This report is intended solely for your information. However, this report is a
matter of public record as a result of being included as an exhibit to the
report on Form 10-K prepared by Providian National Bank and filed with the
Securities and Exchange Commission on behalf of the Providian Master Trust and
its distribution is not limited.
/s/ Ernst & Young LLP
March 5, 2001