-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6PRuTZ1Dg6o7dBw0kgOxPSjN5g+klIK2sMBo/w2qIojb1tQa8jRHtkTWSImqLzJ VI3KFQhtOg02Jr45nf7pkg== 0000936988-98-000017.txt : 19980331 0000936988-98-000017.hdr.sgml : 19980331 ACCESSION NUMBER: 0000936988-98-000017 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BANK NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000838440 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-17324 FILM NUMBER: 98578641 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD MS 700760 CITY: NEWARK STATE: DE ZIP: 19713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA AMERICA BK NAT ASSOC MBNA MASTER CREDIT CARD TRUST II CENTRAL INDEX KEY: 0000936988 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 510331454 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-20949 FILM NUMBER: 98578642 BUSINESS ADDRESS: STREET 1: 1100 NORTH KING ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024539930 MAIL ADDRESS: STREET 1: 400 CHRISTIANA RD STREET 2: MS 700760 CITY: NEWARK STATE: DE ZIP: 19813 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: COMMISSION FILE NUMBER: December 31, 1997 333-17253 MBNA AMERICA BANK, NATIONAL ASSOCIATION, ON BEHALF OF MBNA MASTER CREDIT CARD TRUSTS (Issuer in respect of the MBNA Master Credit Card Trust II Fixed and Floating Rate Asset Backed Certificates) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) United States of America 51- 0331-454 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Wilmington, DE. 19884-0781 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 362-6255 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: MBNA Master Credit Card Trust II, Series 1994-A, Series 1994-B, Series 1994-C, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, and Series 1997-N. Fixed and Floating Rate Asset Backed Certificates INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. Yes [X] No [ ] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES OF THE REGISTRANT. The Registrant has no voting stock or class of common stock outstanding as of the date of this report. INTRODUCTORY NOTE ----------------- MBNA America Bank, National Association (the "Originator") is the originator, seller, and servicer under the Pooling and Servicing Agreement (the "Agreement"), dated as of August 4, 1994, and the Series 1994-A, Series 1994-B, Series 1994-C , Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, and Series 1997-N Supplements dated as of August 4, 1994, August 18, 1994, October 26, 1994, March 22, 1995, May 23, 1995, June 29, 1995, June 29, 1995, August 2, 1995, August 30, 1995, October 26, 1995, November 21, 1995, February 28, 1996, March 26, 1996, March 27, 1996, May 1, 1996, Mar 21, 1996, July 17, 1996, August 14, 1996, September 19, 1996, October 24, 1996, December 3, 1996, November 26, 1996, February 27, 1997, March 26, 1997, May 8, 1997, June 18, 1997, August 26, 1997, September 10, 1997, October 22, 1997, November 6, 1997 and December 9, 1997 respectively, by and between the Originator and the trustee, providing for the issuance of the MBNA Master Credit Card Trust II, Series 1994-A, Series 1994-B, Series 1994-C, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, Series 1996-M, Series 1997-B, Series 1997-C, Series 1997-E, Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, and Series 1997-N Fixed and Floating Rate Asset Backed Certificates (the "Certificates") and is the originator of the MBNA Master Credit Card Trust II (the "Registrant"). The Certificates do not represent obligations of or interest in the Originator. The Originator has made application pursuant to Section 12 (h) of the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. Pursuant to an Order of the Securities and Exchange Commission dated December 30, 1988 granting Originator's application, Originator is not required to respond to various items of Form 10-K. Such items are designated herein as "Not Applicable". PART I ------ Item 1. Business - ------- -------- Not Applicable Item 2. Properties - ------- ---------- Not Applicable Item 3. Legal Proceedings - ------- ----------------- None Item 4. Submission Of Matters To A Vote Of Security Holders. - ------- ---------------------------------------------------- None PART II ------- Item 5. Market For Registrant's Common Equity - ------- And Related Stockholder Matters. -------------------------------- The Certificates representing investors' interests in the Trust are represented by a single Certificate registered in the name of Cede & Co., the nominee of The Depository Trust Company. Item 6. Selected Financial Data - ------- ----------------------- Not Applicable Item 7. Management's Discussion and Analysis of Financial Condition and - ------- Results of Operations ------------------------------------------------------- - -------- Not Applicable Item 8. Financial Statements and Supplementary Data - ------- ------------------------------------------- Not Applicable Item 9. Changes In And Disagreements With Accountants On Accounting - ------- And Financial Disclosure. ------------------------------------------------------- - ---- None Item 10. Directors and Executive Officers of the Registrant - -------- -------------------------------------------------- Not Applicable Item 11. Executive Compensation - -------- ---------------------- Not Applicable PART III -------- Item 12. Security Ownership Of Certain Beneficial Owners And Management - -------- ------------------------------------------------------- - ------- (a) The Certificates of each Series representing investors' interests in the Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1997. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1997, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Series outstanding on that date:
Aggregate Amount of Percentage Title Certificates Of Class Name Held Ownership - ------------ ---------------------------------- -------------- ---------- - --- ------ -- -- Series 1994- A Class A Bank of New York (The) $ 68,800,000 10.41% Bankers Trust Company 160,975,000 24.35% Chase Manhattan Bank/Chemical 65,600,000 9.92% Citibank, N.A. 70,700,000 10.69% Merrill Lynch, Pierce Fenner & 35,000,000 5.29% Smith Safekeeping SSB - Custodian 195,280,000 29.53% Class B Bank of New York (The) $ 7.31% 2,500,000 Corestates Bank/Commonwealth of PA 2,000,000 5.85% Chase Manhattan Bank 24,700,000 72.22% Credit Suisse First Boston 5,000,000 14.62 Corporation Series 1994- B Class A Bank of New York (The) $ 62,000,000 7.13% Chase Manhattan Bank 251,000,000 28.85% PNC Bank, National Association 130,000,000 14.94% SSB - Custodian 312,485,000 35.92% Class B Bank of New York (The) $ 11,500,000 25.56% Chase Manhattan Bank 33,500,000 74.44% Series 1994- C Class A Bank of New York (The) $ 287,379,000 33.03% Chase Manhattan Bank 191,600,000 22.02% Chase Manhattan Bank/FI-TRAC 50,000,000 5.75% Citibank, N.A. 60,000,000 6.90% Merrill Lynch, Pierce Fenner & 65,000,000 7.47% Smith Safekeeping Class B Bank of New York (The) $ 7,000,000 15.56% Chase Manhattan Bank 28,000,000 62.22% Chase Manhattan Bank/Chemical 10,000,000 22.22% Series 1995- A Class A Bank of New York (The) $ 28,000,000 5.60% Bankers Trust Company 40,100,000 8.02% Boston Safe Deposit and Trust 68,050,000 13.60% Company Chase Manhattan Bank 68,500,000 13.69% Chase Manhattan Bank/Broker & 27,000,000 5.40% Dealer Clearance Department Chase Manhattan Bank/Chemical 55,000,000 10.99% Citibank, N.A. 125,050,000 25.00% Merrill Lynch, Pierce Fenner & 32,050,000 6.41% Smith Safekeeping Merrill Lynch, Pierce, Fenner & 25,000,000 5.00% Smith, Inc.- Debt Sec Class B Chase Manhattan Bank $ 7,875,000 30.43% Citibank, N.A. 8,000,000 30.92% Fuji Bank and Trust Company (The) 10,000,000 38.65% Series 1995- B Class A Bank of New York (The) $ 500,000,000 76.63% Chase Manhattan Bank 102,500,000 15.71% First Union National Bank 50,000,000 7.66% Class B Bank of Tokyo-Mitsubishi Trust $ 20,000,000 59.26% Company Chase Manhattan Bank/Chemical 5,000,000 14.81% Citibank, N.A. 7,500,000 22.22% Series 1995- C Class A Bank of New York (The) $ 40,950,000 8.19% Bankers Trust Company 82,030,000 16.40% Boston Safe Deposit and Trust 88,818,000 17.75% Company Investors Fiduciary Trust 42,800,000 8.56% Company/SSB Norwest Investment Services, Inc. 25,000,000 5.00% SSB - Custodian 96,710,000 19.33% Class B NBD Bank Municipal Bond Department $ 25,875,000 100.00% Series 1995- D Class A Bank of New York (The) $ 26,725,000 6.14% Bankers Trust Company 43,025,000 9.89% Chase Manhattan Bank 89,430,000 20.56% Chase Manhattan Bank Trust Co. of 39,000,000 8.97% California Investors Bank & Trust / M.F. 22,375,000 5.14% Custody Northern Trust Company 44,445,000 10.22% SSB - Custodian 29,625,000 6.81% Class B NBD Bank Municipal Bond Department $ 22,500,000 100.00% Series 1995- E Class A Chase Manhattan Bank $ 225,575,000 51.86% Chase Manhattan Bank/Chemical 25,000,000 5.75% Dai-Ichi Kangyo Bank (The), Ltd., 50,000,000 11.49% New York Branch Marine/Treasury Investments 24,375,000 5.60% Class B Citibank, N.A. $ 10,000,000 44.44% NBD Bank Municipal Bond Department 12,500,000 55.56% Series 1995- F Class A Bank of New York (The) $ 60,405,000 13.28% Bankers Trust Company 60,605,000 13.32% Chase Manhattan Bank 40,680,000 8.94% Merrill Lynch, Pierce Fenner & 32,155,000 7.07% Smith Safekeeping SSB - Custodian 101,192,000 22.24% UBS Securities Inc. 23,984,998 5.27% Class B Chase Manhattan Bank $ 18,750,000 100.00% Series 1995- I Class A Bank of New York (The) $ 158,250,000 24.25% Chase Manhattan Bank 166,750,000 25.56% Chase Manhattan Bank/Chemical 55,707,000 8.54% SSB - Custodian 230,993,000 35.40% Class B Citibank, N.A. $ 7,000,000 20.74% NBD Bank Municipal Bond Department 13,250,000 39.26% Swiss Bank Corporation - New York 13,500,000 40.00% Branch Series 1995- J Class A Bank of New York (The) $ 48,220,000 11.09% Chase Manhattan Bank 194,770,000 44.77% Chase Manhattan Bank/Chemical 24,000,000 5.52% Citibank, N.A. 45,130,000 10.37% Dai-Ichi Kangyo Bank (The), Ltd., 35,000,000 8.05% New York Branch Fuji Bank and Trust Company (The) 25,000,000 5.75% First National Association (First 25,000,000 5.75% Trust) Class B NBD Bank Municipal Bond Department $ 100.00% 22,500,000 Series 1996- A Class A Bank of New York (The) $ 95,000,000 15.60% The Bank of New York/TD Bank 31,400,000 5.16% Chase Manhattan Bank 263,000,000 43.19% Chase Manhattan Bank/FI-TRAC 41,000,000 6.73% Citibank, N.A. 68,500,000 11.25% SSB - Custodian 37,400,000 6.14% Class B Citibank, N.A. $ 15,000,000 47.62% Fuji Bank and Trust Company (The) 16,500,000 52.38% Series 1996- B Class A Bankers Trust Company $ 38,400,000 8.83% Boston Safe Deposit and Trust 89,630,000 20.60% Company Chase Manhattan Bank/Chemical 92,000,000 21.15% Citibank, N.A. 65,170,000 14.98% Fuji Bank and Trust Company (The) 25,000,000 5.75% SSB - Custodian 49,700,000 11.43% Texas Commerce Bank National 23,000,000 5.29% Association Class B Boston Safe Deposit and Trust $ 22,500,000 100.00% Company Series 1996- C Class A Bank of New York (The) $ 432,000,000 99.31% Class B Bank of Bermuda (New York) Limited $ 2,000,000 8.89% Boston Safe Deposit and Trust 10,500,000 46.67% Company Chase Manhattan Bank 10,000,000 44.44% Series 1996- D Class A Chase Manhattan Bank $ 282,710,000 33.26% Chase Manhattan Bank/Chemical 70,490,000 8.29% Citibank, N.A. 61,300,000 7.21% Northern Trust Company 65,220,000 7.67% SSB - Custodian 310,841,000 36.57% Class B Bankers Trust Company/Corporate $ 25,000,000 33.33% Clearance Chase Manhattan Bank 20,000,000 26.67% Citibank, N.A. 7,000,000 9.33% Harris Trust & Savings Bank 5,000,000 6.67% PNC Bank, National Association 18,000,000 24.00% Series 1996- E Class A Bank of New York (The) $ 120,390,000 18.88% Bankers Trust Company 47,490,000 7.45% Chase Manhattan Bank 78,455,000 12.31% Chase Manhattan Bank/FI-TRAC 38,690,000 6.07% Citibank, N.A. 97,000,000 15.22% Dai-Ichi Kangyo Bank (The), Ltd., 100,000,000 15.69% New York Branch SSB - Custodian 68,130,000 10.69% Class B Boston Safe Deposit and Trust $ 25,000,000 44.44% Company Bankers Trust Company/Corporate 10,000,000 17.78% Clearance Chase Manhattan Bank 11,450,000 20.36% Harris Trust & Savings Bank 5,000,000 8.89% Series 1996- G Class A Bankers Trust Company $ 40,000,000 9.41% The Bank of New York/Barclays De 87,500,000 20.59% Zoete Wedd Securities Chase Manhattan Bank/Chemical 113,250,000 26.65% Citibank, N.A. 34,000,000 8.00% Dai-Ichi Kangyo Bank (The), Ltd., 50,000,000 11.76% New York Branch Harris Trust & Savings Bank 45,000,000 10.59% SSB - Custodian 25,000,000 5.88% Class B Bankers Trust Company/Corporate $ 10,000,000 26.67% Clearance Chase Manhattan Bank 27,500,000 73.33% Series 1996- H Class A Bank of New York (The) $ 315,000,000 30.88% Bankers Trust Company 150,000,000 14.71% Chase Manhattan Bank 115,500,000 11.32% Northern Trust Company 94,500,000 9.26% SSB - Custodian 216,200,000 21.20% Class B Bankers Trust Company/Corporate $ 12,000,000 13.33% Clearance Bankers Trust/Investment Account 15,000,000 16.67% Chase Manhattan Bank 50,600,000 56.22% Citibank, N.A. 10,000,000 11.11% Series 1996- J Class A Bank of New York (The) $ 172,555,000 20.30% Chase Manhattan Bank 274,995,000 32.35% Chase Manhattan Bank/FI-TRAC 50,000,000 5.88% SSB - Custodian 214,600,000 25.25% Class B Boston Safe Deposit and Trust $ 25,000,000 33.33% Company Chase Manhattan Bank/Chemical 20,000,000 26.67% PNC Bank, National Association 30,000,000 40.00% Series 1996- K Class A PNC Bank, National Association $ 714,000,000 84.00% Class B Bankers Trust Company $ 15,000,000 20.00% Chase Manhattan Bank/Chemical 5,000,000 6.67% PNC Bank, National Association 55,000,000 73.33% Series 1996- L Class A Bankers Trust Company $ 30.00% 127,500,000 Northern Trust Company 70,500,000 16.59% SSB - Custodian 192,500,000 45.29% Class B Chase Manhattan Bank $ 25,000,000 66.67% Chase Manhattan Bank/Salomon 11,750,000 31.33% Series 1996- M Class A Chase Manhattan Bank $ 37,500,000 8.82% Chase Securities Inc. 55,000,000 12.94% Citibank, N.A. 84,200,000 19.81% Deutsche Morgan Grenfell Inc. 99,000,000 23.29% French American Banking 50,000,000 11.76% Corporation SSB - Custodian 26,350,000 6.20% Class B Bank of New York (The) $ 27,000,000 72.00% Citicorp Securities, Inc. 4,500,000 12.00% SSB - Custodian 6,000,000 16.00% Series 1997- B Class A Chase Manhattan Bank/Chemical $ 189,000,000 22.24% Citibank, N.A. 97,600,000 11.48% Harris Trust & Savings Bank 44,500,000 5.24% Merrill Lynch, Pierce Fenner & 46,200,000 5.44% Smith Safekeeping PNC Bank, National Association 310,700,000 36.55% Class B Bank of New York (The) $ 10,000,000 13.33% Chase Manhattan Bank 8,000,000 10.67% Goldman, Sachs & Co. 25,000,000 33.33% LBI-Lehman Government Securities 32,000,000 42.67% Inc.(LBI) Series 1997- C Class A Chase Manhattan Bank $ 131,500,000 20.63% Chase Manhattan Bank/Chemical 59,350,000 9.31% Citibank, N.A. 284,150,000 44.57% SSB - Custodian 110,000,000 17.25% Class B Bankers Trust Company $ 14,250,000 25.33% Chase Manhattan Bank 37,000,000 65.78% NBD Bank Municipal Bond Department 5,000,000 8.89% Series 1997- E Class A Bank of New York (The) $ 55,000,000 8.63% Bankers Trust Company 140,000,000 21.96% Boston Safe Deposit and Trust 68,000,000 10.67% Company Chase Manhattan Bank/Chemical 34,000,000 5.33% Chase Manhattan Bank/FI-TRAC 50,000,000 7.84% Citibank, N.A. 56,000,000 8.78% SSB - Custodian 171,500,000 26.90% Class B Brown Brothers Harriman & Co. $ 5,000,000 8.89% Chase Manhattan Bank 31,250,000 55.56% NBD Bank Municipal Bond Department 15,000,000 26.67% SSB - Custodian 5,000,000 8.89% Series 1997- F Class A Bank of New York (The) $ 36,100,000 6.02% Bankers Trust Company 229,735,000 38.29% Boston Safe Deposit and Trust 74,435,000 12.41% Company Chase Manhattan Bank Trust Co. of 47,000,000 7.83% California SSB - Custodian 42,225,000 7.04% Class B Bankers Trust Company $ 13,000,000 24.53% Chase Manhattan Bank 10,000,000 18.87% Chase Manhattan Bank/Chemical 20,000,000 37.74% NBD Bank Municipal Bond Department 10,000,000 18.87% Series 1997- I Class A Bank of New York (The) $ 82,024,000 12.87% Bankers Trust Company 124,712,000 19.56% Boston Safe Deposit and Trust 115,039,000 18.05% Company Chase Manhattan Bank 126,054,000 19.77% Fifth Third Bank/State Teachers 36,835,000 5.78% Retirement of Ohio Investors Fiduciary Trust 33,160,000 5.20% Company/SSB Class B Bankers Trust Company/Corporate $ 25,000,000 44.44% Clearance Chase Manhattan Bank/Chemical 16,250,000 28.89% SSB - Custodian 15,000,000 26.67% Series 1997- J Class A The Bank of New York/Barclays De $ 310,000,000 48.63% Zoete Wedd Securities Chase Manhattan Bank 90,500,000 14.20% Chase Manhattan Bank/Chemical 57,000,000 8.94% French American Banking 41,000,000 6.43% Corporation Marine/Treasury Investments 35,000,000 5.49% SSB - Custodian 51,500,000 8.08% Class B Bankers Trust Company $ 15,000,000 26.67% Bankers Trust Company/Corporate 36,250,000 64.44% Clearance J.P. Morgan Securities Inc. - 5,000,000 8.89% Asset Backed Series 1997- K Class A Fiduciary SSB $ 599,500,000 94.04% Class B Bankers Trust Company/Corporate $ 15,250,000 27.11% Clearance Chase Manhattan Bank 20,000,000 35.56% Citibank, N.A. 6,000,000 10.67% SSB - Custodian 15,000,000 26.67% Series 1997- M Class A Bankers Trust Company $ 76,000,000 11.92% Chase Manhattan Bank 176,900,000 27.75% Chase Manhattan Bank/Chemical 39,930,000 6.26% Citibank, N.A. 50,000,000 7.84% SSB - Custodian 209,115,000 32.80% Class B Chase Manhattan Bank $ 6,250,000 11.11% Chase Manhattan Bank/Chemical 50,000,000 88.89% Series 1997- N Class A Bankers Trust Company $ 104,790,000 13.70% Boston Safe Deposit and Trust 149,790,000 19.58% Company Chase Manhattan Bank/Chemical 95,190,000 12.44% Citibank, N.A. 137,000,000 17.91% Northern Trust Company 73,875,000 9.66% SSB - Custodian 136,565,000 17.85% Class B Bank of New York (The) $ 20,000,000 29.63% Chase Manhattan Bank/Chemical 25,000,000 37.04% Merrill Lynch, Pierce, Fenner & 20,500,000 30.37% Smith, Inc. - Debt Sec
The address of each of the above participants is: C/O The Depository Trust Company 55 Water Street New York, NY 10041 (b) Not Applicable (c) Not Applicable Item 13. Certain Relationships and Related Transactions - -------- ---------------------------------------------- None PART IV ------- Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K - -------- ------------------------------------------------------- - --------- (a) The following documents are filed as part of this Report: 3. Exhibits: 99.01 Annual Accountant's report dated August 6, 1997 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, Series 1996-M, Series 1997-B, Series 1997-C and Series 1997-E The Annual Accountant's report with respect to Series 1997- F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M and Series 1997-N is not required until August 31, 1998. 99.02 Annual Servicer's Certificate dated August 6, 1997 with respect to Series 1994-A, Series 1994-B, Series 1994-C, Series 1994-D, Series 1995-A, Series 1995-B, Series 1995-C, Series 1995-D, Series 1995-E, Series 1995-F, Series 1995-I, Series 1995-J, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L, Series 1996-M, Series 1997-B, Series 1997-C and Series 1997-E The Annual Servicer's Certificate with respect to Series 1997-F, Series 1997-I, Series 1997-J, Series 1997-K, Series 1997-M, and Series 1997-N is not required until August 31, 1998. (b) Three reports on Form 8-K were filed by the registrant for each month during the quarter ended December 31, 1997. This report included the following: Item 2. Acquisition or Disposition of Assets Item 5. Other Events (c) See item 14(a) (3) above. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MBNA America Bank, National Association As originator of Trust Registrant Date: March 27, 1998 By: /s/ Bruce Crescenzo -------------------------- - ----- Bruce Crescenzo Vice President EX-99.01 2 Independent Accountant's Report MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A. ("MBNA" or "the Company"), a wholly owned subsidiary of MBNA Corporation complied with the covenants and conditions of sections 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a) and (b), 3.06(b), 4.02(a) and 4.03(a) and (c) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") and the sections specified in Attachment A of the applicable Series' Pooling and Servicing Agreement Supplement ("Agreement Supplement"), between MBNA and The Bank of New York, during the compliance periods specified in Attachment A. 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 MBNA's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company'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 MBNA'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 of MBNA's compliance with specified requirements. As discussed in the Report, management in providing its assertion on compliance assumed the accuracy of the reports prepared by MBNA's bank card processor and did not extend its assessment to the relevant aspects of MBNA's compliance that are the responsibility of the bank card processor. Accordingly, and in accordance with Section 3.06(a) of the Agreement, our examination did not extend to those aspects of MBNA's compliance that are the responsibility of the bank card processor and we do not express an opinion or any other form of assurance on those compliance aspects. In our opinion, management's assertion that MBNA was in compliance with the covenants and conditions of the sections in the Agreement and the applicable Agreement Supplement, 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 board of directors and management of MBNA 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 Agreement or in the applicable Series' Underwriting/Subscription Agreement, as specified in Attachment A. 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 MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP August 6, 1997
Attachme nt A Date of Pooling & Servicing Underwriting Agreement /Subscription Series Supplement Date PSA Supplement Sections Compliance Period Lead Underwriter Agreement 1994 - A August 4, 1994 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 CS First Boston 28-Jul-94 9(c) and (d) 11 1994 - B August 18, 1994 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 11-Aug-94 9(c) and (d) 11 1994 - C October 26, 19943(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-94 9(c) and (d) 11 1994 - D October 26, 19943(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-94 9(c) and (d) 11 1994 - E December 15, 1993(c), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 10(c) and (d) and 12 1995 - A March 22, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 15-Mar-95 9(c) and (d) and 11 1995 - B May 23, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J.P. Morgan Securities, Inc.15-May-95 9(c) and (d) and 11 1995 - C June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 22-Jun-95 9(c) and (d) and 12 1995 - D June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 22-Jun-95 9(c) and (d) and 12 1995 - E August 2, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 CS First Boston 26-Jul-95 9(c) and (d) and 11 1995 - F August 30, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 CS First Boston 16-Aug-95 9(c) and (d) and 11 1995 - G September 27, 193(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Lehman Brothers 22-Sep-96 9(c) and (d) and 11 1995 - H September 28, 193(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Barclays de Zoete Wedd Limi22-Sep-96 9(c) and (d) and 11 1995 - I October 26, 19953(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-95 9(c) and (d) and 11 1995 - J November 21, 1993(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J. P. Morgan Securities, Inc14-Nov-95 9(c) and (d) and 11 1996 - A February 28, 1993(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Goldman, Sachs & Co. 21-Feb-96 9(c) and (d) and 11 1996 - B March 26, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 18-Mar-96 9(c) and (d) and 11 1996 - C March 27, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 20-Mar-96 9(c) and (d) and 11 1996 - D May 1, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 24-Apr-96 9(c) and (d) and 11 1996-E May 21, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J.P. Morgan & Co. 13-May-96 9(c) and (d) and 11 1996-F June 25, 1996 3(b), 4.05(a)(i), 4.09, 4.10June 25, 1996 - June 30, 1997 10(c) and (d) and 12 1996-G July 17, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 17, 1996 - June 30, 1997 Lehman Brothers 10-Jul-96 9(c) and (d) and 11 1996-H August 14, 1996 3(b), 4.05(a)(i), 4.09, 4.10August 14, 1996 - June 30,199 Goldman, Sachs & Co. 7-Aug-96 9(c) and (d) and 11 1996-I September 25, 193(b), 4.05(a)(i), 4.09, 4.10September 25, 1996 - June 30,Class A: Merrill Lynch Bank 20-Sep-96 10(c) and (d) and 12 1996-J September 19, 193(b), 4.05(a)(i), 4.09, 4.10September 19, 1996 - June 30, J.P. Morgan & Co. 12-Sep-96 9(c) and (d) and 11 1996-K October 24, 19963(b), 4.05(a)(i), 4.09, 4.10October 24, 1996 - June 30, 1 Goldman, Sachs & Co. 18-Oct-96 9(c) and (d) and 11 1996-L December 3, 19963(b), 4.05(a)(i), 4.09, 4.10December 3, 1996 - June 30, 1 Salomon Brothers Inc. 19-Nov-96 9(c) and (d) and 11 1996-M November 26, 1993(b), 4.05(a)(i), 4.09, 4.10November 26, 1996 - June 30, CS First Boston 19-Nov-96 9(c) and (d) and 11 1997-A January 30, 19973(b), 4.05(a)(i), 4.09, 4.10January 30, 1997 - June 30, 1997 9(c) and (d) and 11 1997-B February 27, 1993(b), 4.05(a)(i), 4.09, 4.10February 27, 1997 - June 30, Lehman Brothers 20-Feb-97 9(c) and (d) and 11 1997-C March 26, 1997 3(b), 4.05(a)(i), 4.09, 4.10March 26, 1997 - June 30, 199 Merrill Lynch & Co. 19-Mar-97 9(c) and (d) and 11 1997-D May 22, 1997 3(b), 4.05(a)(i), 4.09, 4.10May 22, 1997 - June 30, 1997 10(c) and (d) and 12 1997-E May 8, 1997 3(b), 4.05(a)(i), 4.09, 4.10May 8, 1997 - June 30, 1997 J.P. Morgan & Co. 24-Apr-97 9(c) and (d) and 11
Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Control Structure Policies and Procedures MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly owned subsidiary of MBNA Corporation is responsible for establishing and maintaining effective controls over the functions performed as servicer of MBNA's Credit Card Trusts and Pools, listed on Appendix I (the "Trusts and Pools" or individually "Trust and Pool"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust and Pool 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 applicable Pooling and Servicing Agreements, Pooling and Servicing Agreement Supplements, Receivables Purchase Agreement or Receivables Transfer Agreement (the "Agreements") as applicable, between MBNA as seller and owner/servicer and the applicable Trustee or Agent (specific Agreements and Trustees or Agent are listed 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 of 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: - - Funds collected are remitted to the Trustee and Agent in accordance with the Agreements. - - Trust and Pool assets are segregated from those retained by MBNA in accordance with the Agreements. - - Expenses incurred by the Trusts and Pools are calculated and remitted in accordance with the Agreements. - - The additions of accounts to the Trusts and Pools are authorized in accordance with the Agreements. - - The removal of accounts from the Trusts and Pools are authorized in accordance with the Agreements. August 6, 1997 Page 2 Control Structure Policies and Procedures (continued) - - Trust and Pool assets amortizing out of the Trusts and Pools are calculated in accordance with the Agreements. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" and provided to the Trustee and Agent are reviewed by a Vice President or above prior to distribution. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" contain all information required by the Agreements. The Company has assessed it controls over the functions performed as servicer of the Trusts and Pools in relation to these criteria. This assessment assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend to the controls of MBNA's bank card processor. Based upon this assessment, the Company believes that, as of June 30, 1997, its controls over the functions performed as servicer of the Trusts and Pools are effective in providing reasonable assurance that Trust and Pool 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 MBNA and the applicable Trustees and Agents 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 MBNA's compliance with the relevant covenants and conditions identified in Appendix I for each of the agreements. In performing this assessment, the Company assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend its assessment to the relevant aspects of MBNA's compliance that are the responsibility of the bank card processor. Based upon this assessment, MBNA was in material compliance with the relevant covenants and conditions identified in Appendix I for each agreement for the period specified in the Appendix. In addition, the Company did not identify any instances of material non-compliance in performing the assessment. August 6, 1997 Page 3 MBNA America Bank, N.A. by: /s/ M. Scot Kaufman _______________________________ M. Scot Kaufman Vice Chairman and Chief Financial Officer /s/ Thomas D. Wren _______________________________ Thomas D. Wren Senior Executive Vice President and Treasurer /s/ Victor P. Manning ________________________________ Victor P. Manning Senior Executive Vice President and Chief Accounting Officer /s/ Douglas O. Hart ________________________________ Douglas O. Hart Executive Vice President
APPENDIX 1 PSA SERVICING PSA COVENANTS PSA/RPA/ SUPPL. COMPLIANCE AND TRUST RTA DATE DATE PERIOD CONDITIONS MBNA Master Credit Card Trust: TRUSTEE: Bankers Trust Company Series 1991-1 9/25/91 9/25/91 7/1/96 - 4/16/97 (1) Series 1992-1 9/25/91 5/29/92 7/1/95 - 6/30/97 (1) Series 1992-2 9/25/91 8/6/92 7/1/96 - 6/30/97 (1) Series 1992-3 9/25/91 11/24/92 7/1/96 - 6/30/97 (1) Series 1993-1 9/25/91 2/25/93 7/1/96 - 6/30/97 (1) Series 1993-2 9/25/91 6/15/93 7/1/96 - 1/15/97 (1) Series 1993-3 9/25/91 8/24/93 7/1/96 - 6/30/97 (1) Series 1993-4 9/25/91 12/7/93 7/1/96 - 6/30/97 (1) Series 1994-1 9/25/91 2/25/94 7/1/96 - 6/30/97 (1) Series 1994-2 9/25/91 5/26/94 7/1/96 - 6/30/97 (1) MBNA Master Credit Card Trust II: TRUSTEE: Bank of New York Series 1994-A 8/4/94 8/4/94 7/1/96 - 6/30/97 (2) Series 1994-B 8/4/94 8/18/94 7/1/96 - 6/30/97 (2) Series 1994-C 8/4/94 10/26/94 7/1/96 - 6/30/97 (2) Series 1994-D 8/4/94 10/26/94 7/1/96 - 6/30/97 (2) Series 1994-E 8/4/94 12/15/94 7/1/96 - 6/30/97 (4) Series 1995-A 8/4/94 3/22/95 7/1/96 - 6/30/97 (2) Series 1995-B 8/4/94 5/23/95 7/1/96 - 6/30/97 (2) Series 1995-C 8/4/94 6/29/95 7/1/96 - 6/30/97 (3) Series 1995-D 8/4/94 6/29/95 7/1/96 - 6/30/97 (3) Series 1995-E 8/4/94 8/2/95 7/1/96 - 6/30/97 (2) Series 1995-F 8/4/94 8/30/95 7/1/96 - 6/30/97 (2) Series 1995-G 8/4/94 9/27/95 7/1/96 - 6/30/97 (2) Series 1995-H 8/4/94 9/28/95 7/1/96 - 6/30/97 (2) Series 1995-I 8/4/94 10/26/95 7/1/96 - 6/30/97 (2) Series 1995-J 8/4/94 11/21/95 7/1/96 - 6/30/97 (2) Series 1996-A 8/4/94 2/28/96 7/1/96 - 6/30/97 (2) Series 1996-B 8/4/94 3/26/96 7/1/96 - 6/30/97 (2) Series 1996-C 8/4/94 3/27/96 7/1/96 - 6/30/97 (2) Series 1996-D 8/4/94 5/1/96 7/1/96 - 6/30/97 (2) Series 1996-E 8/4/94 5/21/96 7/1/96 - 6/30/97 (2) Series 1996-F 8/4/94 6/25/96 6/25/96 - 6/30/97 (4) Series 1996-G 8/4/94 7/17/96 7/17/96 - 6/30/97 (2) Series 1996-H 8/4/94 8/14/96 8/14/96 - 6/30/97 (2) Series 1996-I 8/4/94 9/25/96 9/25/96 - 6/30/97 (4) Series 1996-J 8/4/94 9/19/96 9/19/96 - 6/30/97 (2) Series 1996-K 8/4/94 10/24/96 10/24/96 - 6/30/97 (2) Series 1996-L 8/4/94 12/3/96 12/3/96 - 6/30/97 (2) Series 1996-M 8/4/94 11/26/96 11/26/96 - 6/30/97 (2) Series 1997-A 8/4/94 1/30/97 1/30/97 - 6/30/97 (2) Series 1997-B 8/4/94 2/27/97 2/27/97 - 6/30/97 (2) Series 1997-C 8/4/94 3/26/97 3/26/97 - 6/30/97 (2) Series 1997-D 8/4/94 5/22/97 5/22/97 - 6/30/97 (4) Series 1997-E 8/4/94 5/8/97 5/8/97 - 6/30/97 (2) MBNA Gold Reserve Trust 12/16/94 N/A 7/1/96 - 6/30/97 (5) TRUSTEE: Barclays Bk PLC, NY Branch MBNA Gold Option Trust 12/18/96 N/A 12/18/96 - 6/30/97 (6) TRUSTEE: Barclays Bk PLC, NY Branch
PSA and PSA Supplement Covenants and Conditions (1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04(b), 3.06(b), 4.02(a), 4.03(a), 4.03(c) PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11 (2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a) and 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a) and 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12 (4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(c), 4.05(a)(i), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (5) RPA Sections - 3.03(a)(ii), 3.03 (d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f),10.03, 10.06(a), 10.06(b). (6) RTA Sections - 3.03(a), (d), (e), (f)(i), (g), and (h), 3.04(a), 6.01(b), 7.03, 7.04, 7.05(a), (b), (d), (e) and (f), 8.01(d), 10.03 and 10.06. Independent Accountant's Report on Applying Agreed-Upon Procedures MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have performed the procedures enumerated below, which were agreed to by MBNA America Bank, N.A. ("MBNA") and The Bank of New York, solely to assist you with respect to the monthly certificates for each series (as specified in Attachment A) in the MBNA Master Credit Card Trust II ("Trust"), prepared by MBNA pursuant to subsection 3.04(b) of the Pooling and Servicing Agreement dated as of August 4, 1994, as amended ("Agreement") between MBNA and The Bank of New York, during the periods specified in Attachment A. This engagement to apply agreed-upon procedures was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of MBNA and The Bank of New York. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures were as follows: We compared the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, for the periods noted in Attachment A, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement with reports prepared by MBNA's bank card processor or MBNA, which were the source of such amounts. As a result of the procedures performed we noted that in all instances the amounts in the "mathematical calculations" set forth in the monthly certificates for each series in the Trust, for the periods noted in Attachment A, were in agreement with reports prepared by MBNA's bank card processor or MBNA. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of any opinion on the monthly certificates for each series in the Trust, prepared by MBNA pursuant to subsection 3.04(b) of the Agreement or on the reports prepared by MBNA's bank card processor or MBNA. Accordingly, we do not express such an opinion. Had we performed additional procedures with respect to the monthly certificates prepared by MBNA pursuant to subsection 3.04(b) of the Agreement and the reports prepared by MBNA's bank card processor and MBNA, which were the source of such amounts, other matters might have come to our attention that would have been reported to you. This report relates only to the comparison of the amounts in the mathematical calculations specified above and does not extend to any financial statements of MBNA taken as a whole. This report is intended solely for the use of the specified users listed above and should not be used by those who have not agreed to the specified procedures and taken responsibility for the sufficiency of the procedures for their purposes. 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 MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP August 6, 1997
Attachment A Pooling and Servicing Monthly Certificates for the Series Agreement Supplement Date Period 1994 - A 4-Aug-94 July 1, 1996 - June 30, 1997 1994 - B 18-Aug-94 July 1, 1996 - June 30, 1997 1994 - C 26-Oct-94 July 1, 1996 - June 30, 1997 1994 - D 26-Oct-94 July 1, 1996 - June 30, 1997 1994 - E 15-Dec-94 July 1, 1996 - June 30, 1997 1995 - A 22-Mar-95 July 1, 1996 - June 30, 1997 1995 - B 23-May-95 July 1, 1996 - June 30, 1997 1995 - C 29-Jun-95 July 1, 1996 - June 30, 1997 1995 - D 29-Jun-95 July 1, 1996 - June 30, 1997 1995 - E 2-Aug-95 July 1, 1996 - June 30, 1997 1995 - F 30-Aug-95 July 1, 1996 - June 30, 1997 1995 - G 27-Sep-95 July 1, 1996 - June 30, 1997 1995 - H 28-Sep-95 July 1, 1996 - June 30, 1997 1995 - I 26-Oct-95 July 1, 1996 - June 30, 1997 1995 - J 21-Nov-95 July 1, 1996 - June 30, 1997 1996 - A 28-Feb-96 July 1, 1996 - June 30, 1997 1996 - B 26-Mar-96 July 1, 1996 - June 30, 1997 1996 - C 27-Mar-96 July 1, 1996 - June 30, 1997 1996 - D 1-May-96 July 1, 1996 - June 30, 1997 1996 - E 21-May-96 July 1, 1996 - June 30, 1997 1996 - F 25-Jun-96 June 25, 1996 - June 30, 1997 1996 - G 17-Jul-96 July 17, 1996 - June 30, 1997 1996 - H 14-Aug-96 August 14, 1996 - June 30, 1997 1996 - I 25-Sep-96 September 25, 1996 - June 30, 1997 1996 - J 19-Sep-96 September 19, 1996 - June 30, 1997 1996 - K 24-Oct-96 October 24, 1996 - June 30, 1997 1996 - L 3-Dec-96 December 3, 1996 - June 30, 1997 1996 - M 26-Nov-96 November 26, 1996 - June 30, 1997 1997 - A 30-Jan-97 January 30, 1997 - June 30, 1997 1997 - B 27-Feb-97 February 27, 1997 - June 30, 1997 1997 - C 26-Mar-97 March 26, 1997 - June 30, 1997 1997 - E 8-May-97 May 8, 1997 - June 30, 1997
Independent Accountant's Report MBNA America Bank, N.A. 1100 North King Street Wilmington, Delaware 19801 and The Bank of New York 101 Barclay Street New York, New York 10286 MBNA Master Credit Card Trust II We have examined management's assertion that MBNA America Bank, N.A.'s ("MBNA"), a wholly owned subsidiary of MBNA Corporation controls over the functions performed as servicer of the MBNA Master Credit Card Trust II ("Trust"), including all Series of the Trust as specified in Attachment A, are effective, as of June 30, 1997, 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 August 4, 1994, as amended ("Agreement"), and the applicable Pooling and Servicing Agreement Supplement for each Series as specified in Attachment A (together the "Agreements"), between MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificateholders 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"). 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 MBNA 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. As discussed in the Report, management in providing its assertion on the controls over the functions performed as servicer of the Trust assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend its assessment to the controls of MBNA's bank card processor. Accordingly, and in accordance with Section 3.06(a) of the Agreement, our examination did not extend to the controls of MBNA's bank card processor and we do not express an opinion or any other form of assurance on those controls. Because of inherent limitations in controls, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the controls over the functions performed by MBNA 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 MBNA's controls over the functions performed as servicer of the Trust are effective, as of June 30, 1997, 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 MBNA as Seller and Owner/Servicer, and The Bank of New York, as Trustee on behalf of the Certificate-holders 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: The controls provide reasonable assurance that funds collected are remitted to the Trustee in accordance with the Agreements. The controls provide reasonable assurance that Trust assets are segregated from those retained by MBNA in accordance with the Agreements. The controls provide reasonable assurance that expenses incurred by the Trust are calculated and remitted in accordance with the Agreements. The controls provide reasonable assurance that the addition of accounts to the Trust are authorized in accordance with the Agreements. The controls provide reasonable assurance that the removal of accounts from the Trust are authorized in accordance with the Agreements. The controls provide reasonable assurance that Trust assets amortizing out of the Trust are calculated in accordance with the Agreements. The controls provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by a Vice President or above prior to distribution. The controls provide reasonable assurance that monthly Trust reports generated in the form of "Exhibits" contain all required information per section 5.02 of the Agreements. This report is intended solely for the use of the board of directors and management of MBNA 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 Agreement or in each Series' Underwriting/Subscription Agreement, as specified in Attachment A. 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 MBNA and filed with the Securities and Exchange Commission on behalf of MBNA Master Credit Card Trust II and its distribution is not limited. Ernst & Young LLP August 6, 1997
Attachment A Pooling and Servicing Agreement Date of Underwriting Series Supplement Date Lead Underwriter /Subscription Agreement 1994 - A 4-Aug-94 CS First Boston 28-Jul-94 1994 - B 18-Aug-94 Merrill Lynch & Co. 11-Aug-94 1994 - C 26-Oct-94 Merrill Lynch & Co. 19-Oct-94 1994 - D 26-Oct-94 Merrill Lynch & Co. 19-Oct-94 1994 - E 15-Dec-94 1995 - A 22-Mar-95 Merrill Lynch & Co. 15-Mar-95 1995 - B 23-May-95 J.P. Morgan Securities, Inc. 15-May-95 1995 - C 29-Jun-95 Lehman Brothers Inc. 22-Jun-95 1995 - D 29-Jun-95 Lehman Brothers Inc. 22-Jun-95 1995 - E 2-Aug-95 CS First Boston 26-Jul-95 1995 - F 30-Aug-95 CS First Boston 16-Aug-95 1995 - G 27-Sep-95 Lehman Brothers 22-Sep-96 1995 - H 28-Sep-95 Barclays de Zoete Wedd Limite 22-Sep-96 1995 - I 26-Oct-95 Merrill Lynch & Co. 19-Oct-95 1995 - J 21-Nov-95 J. P. Morgan Securities, Inc. 14-Nov-95 1996 - A 28-Feb-96 Goldman, Sachs & Co. 21-Feb-96 1996 - B 26-Mar-96 Lehman Brothers Inc. 18-Mar-96 1996 - C 27-Mar-96 Merrill Lynch & Co. 20-Mar-96 1996 - D 1-May-96 Merrill Lynch & Co. 24-Apr-96 1996 - E 21-May-96 J.P. Morgan & Co. 13-May-96 1996 - F 25-Jun-96 1996 - G 17-Jul-96 Lehman Brothers 10-Jul-96 1996 - H 14-Aug-96 Goldman, Sachs & Co. 7-Aug-96 1996 - I 25-Sep-96 Class A: Merrill Lynch Bank 20-Sep-96 1996 - J 19-Sep-96 J.P. Morgan & Co. 12-Sep-96 1996 - K 24-Oct-96 Goldman, Sachs & Co. 18-Oct-96 1996 - L 3-Dec-96 Salomon Brothers Inc. 19-Nov-96 1996 - M 26-Nov-96 CS First Boston 19-Nov-96 1997 - A 30-Jan-97 1997 - B 27-Feb-97 Lehman Brothers 20-Feb-97 1997 - C 26-Mar-97 Merrill Lynch & Co. March 19,1997 1997 - D 22-May-97 1997 - E 8-May-97 J.P. Morgan & Co. 24-Apr-97
Report of Management on Credit Card Trust Internal Control and Pooling and Servicing Agreement Compliance Control Structure Policies and Procedures MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly owned subsidiary of MBNA Corporation is responsible for establishing and maintaining effective controls over the functions performed as servicer of MBNA's Credit Card Trusts and Pools, listed on Appendix I (the "Trusts and Pools" or individually "Trust and Pool"). These controls are designed to provide reasonable assurance to the Company's management and board of directors that Trust and Pool 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 applicable Pooling and Servicing Agreements, Pooling and Servicing Agreement Supplements, Receivables Purchase Agreement or Receivables Transfer Agreement (the "Agreements") as applicable, between MBNA as seller and owner/servicer and the applicable Trustee or Agent (specific Agreements and Trustees or Agent are listed 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 of 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: - - Funds collected are remitted to the Trustee and Agent in accordance with the Agreements. - - Trust and Pool assets are segregated from those retained by MBNA in accordance with the Agreements. - - Expenses incurred by the Trusts and Pools are calculated and remitted in accordance with the Agreements. - - The additions of accounts to the Trusts and Pools are authorized in accordance with the Agreements. - - The removal of accounts from the Trusts and Pools are authorized in accordance with the Agreements. August 6, 1997 Page 2 Control Structure Policies and Procedures (continued) - - Trust and Pool assets amortizing out of the Trusts and Pools are calculated in accordance with the Agreements. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" and provided to the Trustee and Agent are reviewed by a Vice President or above prior to distribution. - - Monthly Trust and Pool reports generated in the form of "Exhibits" or "Settlement Reports" contain all information required by the Agreements. The Company has assessed it controls over the functions performed as servicer of the Trusts and Pools in relation to these criteria. This assessment assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend to the controls of MBNA's bank card processor. Based upon this assessment, the Company believes that, as of June 30, 1997, its controls over the functions performed as servicer of the Trusts and Pools are effective in providing reasonable assurance that Trust and Pool 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 MBNA and the applicable Trustees and Agents 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 MBNA's compliance with the relevant covenants and conditions identified in Appendix I for each of the agreements. In performing this assessment, the Company assumed the accuracy of reports prepared by MBNA's bank card processor and did not extend its assessment to the relevant aspects of MBNA's compliance that are the responsibility of the bank card processor. Based upon this assessment, MBNA was in material compliance with the relevant covenants and conditions identified in Appendix I for each agreement for the period specified in the Appendix. In addition, the Company did not identify any instances of material non-compliance in performing the assessment. August 6, 1997 Page 3 MBNA America Bank, N.A. by: /s/ M. Scot Kaufman _______________________________ M. Scot Kaufman Vice Chairman and Chief Financial Officer /s/ Thomas D. Wren _______________________________ Thomas D. Wren Senior Executive Vice President and Treasurer /s/ Victor P. Manning ________________________________ Victor P. Manning Senior Executive Vice President and Chief Accounting Officer /s/ Douglas O. Hart ________________________________ Douglas O. Hart Executive Vice President
APPENDIX 1 PSA SERVICING PSA COVENANTS PSA/RPA/ SUPPL. COMPLIANCE AND TRUST RTA DATE DATE PERIOD CONDITIONS MBNA Master Credit Card Trust: TRUSTEE: Bankers Trust Company Series 1991-1 9/25/91 9/25/91 7/1/96 - 4/16/97 (1) Series 1992-1 9/25/91 5/29/92 7/1/95 - 6/30/97 (1) Series 1992-2 9/25/91 8/6/92 7/1/96 - 6/30/97 (1) Series 1992-3 9/25/91 11/24/92 7/1/96 - 6/30/97 (1) Series 1993-1 9/25/91 2/25/93 7/1/96 - 6/30/97 (1) Series 1993-2 9/25/91 6/15/93 7/1/96 - 1/15/97 (1) Series 1993-3 9/25/91 8/24/93 7/1/96 - 6/30/97 (1) Series 1993-4 9/25/91 12/7/93 7/1/96 - 6/30/97 (1) Series 1994-1 9/25/91 2/25/94 7/1/96 - 6/30/97 (1) Series 1994-2 9/25/91 5/26/94 7/1/96 - 6/30/97 (1) MBNA Master Credit Card Trust II: TRUSTEE: Bank of New York Series 1994-A 8/4/94 8/4/94 7/1/96 - 6/30/97 (2) Series 1994-B 8/4/94 8/18/94 7/1/96 - 6/30/97 (2) Series 1994-C 8/4/94 10/26/94 7/1/96 - 6/30/97 (2) Series 1994-D 8/4/94 10/26/94 7/1/96 - 6/30/97 (2) Series 1994-E 8/4/94 12/15/94 7/1/96 - 6/30/97 (4) Series 1995-A 8/4/94 3/22/95 7/1/96 - 6/30/97 (2) Series 1995-B 8/4/94 5/23/95 7/1/96 - 6/30/97 (2) Series 1995-C 8/4/94 6/29/95 7/1/96 - 6/30/97 (3) Series 1995-D 8/4/94 6/29/95 7/1/96 - 6/30/97 (3) Series 1995-E 8/4/94 8/2/95 7/1/96 - 6/30/97 (2) Series 1995-F 8/4/94 8/30/95 7/1/96 - 6/30/97 (2) Series 1995-G 8/4/94 9/27/95 7/1/96 - 6/30/97 (2) Series 1995-H 8/4/94 9/28/95 7/1/96 - 6/30/97 (2) Series 1995-I 8/4/94 10/26/95 7/1/96 - 6/30/97 (2) Series 1995-J 8/4/94 11/21/95 7/1/96 - 6/30/97 (2) Series 1996-A 8/4/94 2/28/96 7/1/96 - 6/30/97 (2) Series 1996-B 8/4/94 3/26/96 7/1/96 - 6/30/97 (2) Series 1996-C 8/4/94 3/27/96 7/1/96 - 6/30/97 (2) Series 1996-D 8/4/94 5/1/96 7/1/96 - 6/30/97 (2) Series 1996-E 8/4/94 5/21/96 7/1/96 - 6/30/97 (2) Series 1996-F 8/4/94 6/25/96 6/25/96 - 6/30/97 (4) Series 1996-G 8/4/94 7/17/96 7/17/96 - 6/30/97 (2) Series 1996-H 8/4/94 8/14/96 8/14/96 - 6/30/97 (2) Series 1996-I 8/4/94 9/25/96 9/25/96 - 6/30/97 (4) Series 1996-J 8/4/94 9/19/96 9/19/96 - 6/30/97 (2) Series 1996-K 8/4/94 10/24/96 10/24/96 - 6/30/97 (2) Series 1996-L 8/4/94 12/3/96 12/3/96 - 6/30/97 (2) Series 1996-M 8/4/94 11/26/96 11/26/96 - 6/30/97 (2) Series 1997-A 8/4/94 1/30/97 1/30/97 - 6/30/97 (2) Series 1997-B 8/4/94 2/27/97 2/27/97 - 6/30/97 (2) Series 1997-C 8/4/94 3/26/97 3/26/97 - 6/30/97 (2) Series 1997-D 8/4/94 5/22/97 5/22/97 - 6/30/97 (4) Series 1997-E 8/4/94 5/8/97 5/8/97 - 6/30/97 (2) MBNA Gold Reserve Trust 12/16/94 N/A 7/1/96 - 6/30/97 (5) TRUSTEE: Barclays Bk PLC, NY Branch MBNA Gold Option Trust 12/18/96 N/A 12/18/96 - 6/30/97 (6) TRUSTEE: Barclays Bk PLC, NY Branch
PSA and PSA Supplement Covenants and Conditions (1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04(b), 3.06(b), 4.02(a), 4.03(a), 4.03(c) PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a), 9(c), 9(d), 9(f), 11 (2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a) and 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11 (3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a) and 4.03(a), 4.03(c). PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.11, 5.02(a), 9(c), 9(d), 12 (4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06 (b), 4.02(a), 4.03(a), 4.03(c). PSA Supplement Sections - 3(c), 4.05(a)(i), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12 (5) RPA Sections - 3.03(a)(ii), 3.03 (d), 3.03(e), 3.03(f), 3.03(g), 3.03(h), 3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d), 8.01(f),10.03, 10.06(a), 10.06(b). (6) RTA Sections - 3.03(a), (d), (e), (f)(i), (g), and (h), 3.04(a), 6.01(b), 7.03, 7.04, 7.05(a), (b), (d), (e) and (f), 8.01(d), 10.03 and 10.06. EX-99.02 3 EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE MBNA AMERICA BANK, N.A. MBNA MASTER CREDIT CARD TRUST II The undersigned, a duly authorized representative of MBNA America Bank, N.A. (the "Bank"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of August 4, 1994 (the "Pooling and Servicing Agreement") by and between the Bank and The Bank of New York, as trustee, (the "Trustee") does hereby certify that: 1. The Bank is Servicer under the Pooling and Servicing Agreement. 2. The undersigned is duly authorized as required pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. 4. A review of the activities of the Servicer during the twelve month period ended June 30, 1997 was conducted under my supervision. 5. Based on such review, the Servicer has, to my knowledge, fully performed all its obligations under the Pooling and Servicing Agreement throughout such twelve month period and no material default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below. 6. The following is a description of each material default in the performance of the Servicer's obligations under the provisions of the Pooling and Servicing Agreement known to me to have been made during the twelve month period ended June 30, 1997, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: "None" IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 6th day of August, 1997. By: /s/ Marguerite M. Boylan Name: Marguerite M. Boylan Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----