Exhibit 99.2
Report of Independent Accountants
Partners First Holdings, LLC
900 Elkridge Landing Road, Suite 300
Linthicum, Maryland 21090-2925
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Partners First Credit Card Master Trust
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We have examined management's assertion that Partners First Holdings, LLC's
("PFH") controls over the functions performed as servicer of the Partners First
Credit Card Master Trust ("Trust"), including all Series of the Trust as
specified in Attachment A, are effective, as of December 31, 1999, 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 26, 1998, as amended and restated (the "Agreement"),
and the applicable Pooling and Servicing Agreement Supplement for each Series,
as specified in Attachment A (the "Agreement Supplements" together with the
Agreement, the "Agreements"), between PFH as Servicer and The Bank of New York
as Trustee, on behalf of the Securityholders of the Trust, and are recorded
properly to permit the preparation of the required financial reports. This
assertion is included in the accompanying report by management titled, "Report
of Management on Credit Card Trust Internal Control and Pooling and Servicing
Agreement Compliance" (the "Report"). Management is responsible for PFH's
controls over the functions performed as servicer of the Trust. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the controls over the functions performed by PFH
as servicer of the Trust, testing and evaluating the design and operating
effectiveness of those controls, and 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 control, errors or fraud may occur and
not be detected. Also, projections of any evaluation of the controls over the
functions performed by PFH 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 PFH's controls over the functions
performed as servicer of the Trust are effective, as of December 31, 1999, 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 Agreements,
between PFH as Servicer and The Bank of New York, as Trustee on behalf of the
Securityholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the Report:
o The controls provide reasonable assurance that funds collected are
remitted to the Trustee in accordance with the Agreements.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by PFH in accordance with the
Agreements.
o The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreements.
o The controls provide reasonable assurance that the addition of accounts
to the Trust are authorized in accordance with the Agreements.
o The controls provide reasonable assurance that Trust assets amortizing
out of the Trust are calculated in accordance with the Agreements.
o The controls provide reasonable assurance that monthly Trust reports
generated in the form of "Monthly Servicer Reports" and provided to the
Trustee are reviewed by the Treasurer prior to distribution.
o The controls provide reasonable assurance that monthly Trust reports
generated in the form of "Monthly Servicer Reports" contain all
required information per section 5.2 of the Agreements.
This report is intended solely for the use of the management committee,
management of PFH and the Bank of New York and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreements. However, this report is a matter of
public record as a result of being included as an exhibit to the annual report
on Form 10-K prepared by PFH and filed with the Securities and Exchange
Commission on behalf of Partners First Master Credit Card Trust and its
distribution is not limited.
/s/ Ernst & Young LLP
March 27, 2000
ATTACHMENT A
AGREEMENT
TRUST SUPPLEMENT DATE SERVICING PERIOD
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Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-2
Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-3
Partners First Credit December 4, 1998, amended and January 1, 1999 to
Card Master Trust restated January 12, 1999 April 15, 1999
Series 1998-4
Report of Independent Accountants
Partners First Holdings, LLC
900 Elkridge Landing Road, Suite 300
Linthicum, Maryland 21090-2925
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Partners First Credit Card Master Trust
---------------------------------------
We have examined management's assertion that Partners First Holdings, LLC
("PFH') was in material compliance with the covenants and conditions of sections
2.9, 2.10, 2.12, 2.13, 3.2, 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and
4.4 of the Pooling and Servicing Agreement dated as of June 26, 1998, as amended
and restated (the "Agreement"), and the applicable sections of the Series'
Pooling and Servicing Agreement Supplements (the "Agreement Supplements"
together with the Agreement, the "Agreements"), specified in Attachment A,
between PFH as Servicer, Partners First Receivables Funding, LLC as Transferor
and the Bank of New York as Trustee, during the compliance periods specified in
Attachment A. Management's assertion is included in the accompanying report by
management titled, "Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance" (the "Report"). Management is
responsible for PFH's compliance with those covenants and conditions. Our
responsibility is to express an opinion on management's assertion about PFH's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about PFH's compliance with those covenants
and conditions 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 of
PFH's compliance with specified covenants and conditions.
In our opinion, management's assertion, that PFH was in material compliance with
the covenants and conditions of the sections in the Agreement and the Agreement
Supplements, referred to above, during the compliance periods specified in
Attachment A, is fairly stated, in all material respects.
This report is intended solely for the use of the management committee and
management of PFH and should not be referred to or distributed for any purpose
to anyone who is not authorized to receive such information as specified in the
Agreements. However, this report is a matter of public record as a result of
being included as an exhibit to the annual report on Form 10-K prepared by PFH
and filed with the Securities and Exchange Commission on behalf of Partners
First Credit Card Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
March 27, 2000
ATTACHMENT A
AGREEMENT SERVICING AGREEMENT SUPPLEMENT
TRUST SUPPLEMENT DATE COMPLIANCE PERIOD COVENANTS AND CONDITIONS
- -----------------------------------------------------------------------------------------------------------------------------------
Partners First Credit June 26, 1998 January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust December 31, 1999 4.7, 4.10, 4.12, 4.15(a) and (b), 5.1(a) - (e),
Series 1998-2 5.1(h), 5.2(b), 6.1(g)
Partners First Credit June 26, 1998 January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust December 31, 1999 4.7, 4.10, 4.12, 4.15(a) and (b), 5.1(a) - (e),
Series 1998-3 5.1(h), 5.2(b), 6.1(g)
Partners First Credit December 4, 1998, amended and January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust restated January 12, 1999 April 15,1999 4.7, 4.10, 4.12, 4.13, 5.1(a) - (c), 5.1(f), 5.2(b),
Series 1998-4 6.1(g)
March 27, 2000
REPORT OF MANAGEMENT OF CREDIT CARD TRUST INTERNAL CONTROL
AND POOLING AND SERVICING AGREEMENT COMPLIANCE
On January 31, 2000, The First National Bank of Atlanta (FNBA), a wholly-owned
subsidiary of Wachovia Corporation, acquired certain assets and liabilities of
Partners First Holdings, LLC ("PFH" or the "Company"), Partners First
Receivables Funding, LLC and Partners First Receivables, LLC. As a result of
this transaction, FNBA became successor to PFH; accordingly, on January 31, 2000
an Amended and Restated Pooling and Servicing Agreement was executed reflecting
the FNBA as the Transferor and Servicer of Partners First Credit Card Master
Trust.
Credit Card Trust Internal Control
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PFH is responsible for establishing and maintaining effective controls over the
functions performed as servicer of the Partners First Credit Card Master Trust,
Series 1998-2 and 1998-3 (the "Trusts"). These controls are designed to provide
reasonable assurance to the Company's management and management committee 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 Agreements between PFH as Servicer
and The Bank of New York as Trustee, and the applicable Pooling and Servicing
Agreement Supplements (the "Agreement Supplements" together with the Agreement,
"Agreements") as specified in Appendix I, and are recorded properly to permit
the preparation of the required financial reports.
There are inherent limitations in any control including the possibility of human
error and circumvention or overriding of the control. Accordingly, even
effective controls can provide only reasonable assurance with respect to the
achievement of any objectives of controls. Further, because of changes in
conditions, the effectiveness of controls may vary over time.
The company has determined that the objectives of controls with respect to
servicing and reporting of sold loans are to provide reasonable, but not
absolute assurance that:
o Funds collected are remitted to the Trustee in accordance with the
Agreements.
o Trust assets are segregated from those retained by PFH in accordance with
the Agreements.
o Expenses incurred by the Trust are calculated and remitted in accordance
with the Agreements.
o The additions of accounts to the Trusts are authorized in accordance with
the Agreements.
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreements.
o Monthly Trust reports generated in the form of "Monthly Servicer Reports"
and provided to the Trustee are reviewed by the Treasurer prior to
distribution.
o Monthly Trust reports generated in the form of "Monthly Servicer Reports"
contain all information required per section 5.2 of the Agreement
Supplements.
The Company has assessed its controls over the functions performed as servicer
of the Trusts in relation to these criteria. Based upon this assessment, the
Company believes that, as of and for the year ended December 31, 1999, its
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 agreements
between PFH and The Bank of New York and are recorded properly to permit the
preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
The Company is responsible for complying with the covenants and conditions of
the Agreements listed in Appendix I to this report. The Company assessed its
compliance with the relevant covenants and conditions identified in Appendix I
for each of the Agreements. Based upon this assessment, PFH was in material
compliance with the relevant covenants and conditions of the Agreements
identified in Appendix I for each of the Agreements during the periods specified
in Appendix I.
/s/ Marc Norwicz
- -------------------------
Marc Norwicz
Treasurer of Partners First Holdings, LLC through January 31,2000,
thereafter an employee of The First National Bank of Atlanta d/b/a Wachovia
Bankcard Services, Inc.
APPENDIX I
AGREEMENT SERVICING COVENANTS
TRUST SUPPLEMENT DATE COMPLIANCE PERIOD AND CONDITIONS
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Partners First Credit June 26, 1998 January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust December 31, 1999 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-2 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.15(a) and (b), 5.1(a) - (e), 5.1(h), 5.2(b), 6.1(g)
Partners First Credit June 26, 1998 January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust December 31, 1998 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-3 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.15(a) and (b), 5.1(a) - (e), 5.1(h), 5.2(b), 6.1(g)
Partners First Credit December 4, 1998, amended and January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust restated January 12, 1999 April 15, 1999 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-4 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.13, 5.1(a) - (c), 5.1(f), 5.2(b), 6.1(g)