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, 1996 33-99324
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 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, and Series 1996-M
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.
<PAGE>
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 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,and Series 1996-M Supplements dated
as of August 4, 1994, August 18, 1994, October 26, 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 and November 26,
1996, 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 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,and Series 1996-M
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.
To the best knowledge of the registrant, there is no
established
public trading market for the Certificates.
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, 1996. Such direct participants may hold
Certificates for their own accounts or for the accounts of their
customers. At December 31, 1996, 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:
<TABLE>
<CAPTION>
Aggregate
Amount of Percentage
Title Certificates Of
Class Name Held Ownership
- ------------ ---------------------------------- ------------- ----------
- --- ------ --- --
<S> <C> <C> <C>
Series 1994- Bank of New York $ 82,300,000 12.45%
A
Class A Bankers Trust Company 170,585,000 25.80%
Chase Manhattan Bank/Chemical 90,600,000 13.70%
Citicorp Services, Inc. 35,700,000 5.40%
Merrill Lynch, Pierce, Fenner & 35,000,000 5.29%
Smith Safekeeping
SSB-Custodian 153,580,000 23.23%
Class B Chase Manhattan Bank 24,700,000 72.22%
CS First Boston Corporation, (The) 5,000,000 14.62%
Morgan Guaranty Trust Co. of New 2,500,000 7.31%
York
Morgan Stanley & Co., Incorporated 2,000,000 5.85%
Series 1994- Bank of New York 57,000,000 6.55%
B
Class A Chase Manhattan Bank 250,000,000 28.74%
PNC National Association 130,000,000 14.94%
SSB - Custodian 307,485,000 35.34%
Class B Bank of New York 9,000,000 20.00%
Chase Manhattan Bank 33,500,000 74.44%
Morgan Guaranty Trust Co. of New 2,500,000 5.56%
York
Series 1994- Bank of New York 318,995,000 36.67%
C
Class A Bankers Trust Company. 66,000,000 7.59%
Chase Manhattan Bank 168,700,000 19.39%
Citicorp Services, Inc. 45,000,000 5.17%
Merrill Lynch, Pierce, Fenner & 65,000,000 7.47%
Smith Safekeeping
NatWest Securities Corporation 50,000,000 5.75%
Class B Bank of New York 7,000,000 15.56%
Chase Manhattan Bank 28,000,000 62.22%
Chase Manhattan Bank / Chemical 10,000,000 22.22%
Series 1994- Bankers Trust Company 112,150,000 12.89%
D
Class A Chase Manhattan Bank 580,250,000 66.70%
SSB-Custodian 89,000,000 10.23%
Class B Bankers Trust Co., Investment A/C 20,250,000 45.00%
Fuji Bank & Trust Company 10,000,000 22.22%
SSB-Custodian 5,000,000 11.11%
Swiss Bank Corporation, NY Branch 9,750,000 21.67%
Series 1995- Bank of New York 26,000,000 5.20%
A
Class A Chase Manhattan Bank 59,850,000 11.96%
Chase Manhattan Bank / Chemical 45,050,000 9.01%
Citicorp Services, Inc. 285,000,000 56.97%
Merrill Lynch, Pierce, Fenner & 32,050,000 6.41%
Smith Safekeeping
Class B Chase Manhattan Bank 7,875,000 30.43%
Citicorp Services, Inc. 8,000,000 30.92%
Fuji Bank & Trust Company 10,000,000 38.65%
Series 1995- Bank of New York 500,000,000 76.63%
B
Class A 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 (The)
Chase Manhattan Bank / Chemical 5,000,000 14.81%
Citicorp Services, Inc. 7,500,000 22.22%
Series 1995- Bank of New York 35,510,000 7.10%
C
Class A Bankers Trust Company 100,105,000 20.01%
Boston Safe Deposit & Trust Co. 82,428,000 16.48%
Chase Manhattan Bank 34,617,000 6.92%
SSB- Custodian 100,840,000 20.16%
Class B First National Bank of Chicago 25,875,000 100.00%
Series 1995- Bank of New York 55,285,000 12.71%
D
Class A Bankers Trust Company 23,340,000 5.37%
Boston Safe Deposit & Trust 22,180,000 5.10%
Company
Chase Manhattan Bank 71,160,000 16.36%
Chase Manhattan Bank Trust Co. of 39,000,000 8.97%
CA
Investors Bank & Trust / M.F. 29,375,000 6.75%
Custody
Northern Trust Company 25,190,000 5.79%
SSB-Custodian 26,070,000 5.99%
Class B First National Bank of Chicago 22,500,000 100.00%
1
Series 1995- Bank of New York 24,500,000 5.63%
E
Class A Chase Manhattan Bank 284,575,000 65.42%
Dai-Ichi Kangyo Bank Limited (The) 50,000,000 11.49%
New York Branch
Class B Citicorp Services Inc. 10,000,000 44.44%
First National Bank of Chicago 12,500,000 55.56%
Series 1995- Bank of New York 74,270,000 16.32%
F
Class A Bankers Trust Company 58,965,000 12.96%
Boston Safe Deposit & Trust Co. 27,740,000 6.10%
Chase Manhattan Bank 59,730,000 13.13%
SSB-Custodian 52,820,000 11.61%
Class B Chase Manhattan Bank 18,750,000 100.00%
Series 1995- Bank of New York 36,750,000 5.63%
I
Class A Bankers Trust Company 90,000,000 13.79%
Chase Manhattan Bank 180,750,000 27.70%
Goldman, Sachs & Co. 50,000,000 7.66%
LBI-Lehman Government Securities 36,100,000 5.53%
Inc.
Morgan Guarantee Trust Company of 96,500,000 14.79%
New York
SSB-Custodian 127,000,000 19.46%
Class B Citicorp Services Inc. 7,000,000 20.74%
First National Bank of Chicago 13,250,000 39.26%
Swiss Bank Corporation, NY Branch 13,500,000 40.00%
Series 1995- Bank of New York 51,600,000 11.86%
J
Class A Chase Manhattan Bank 226,770,000 52.13%
Chase Manhattan Bank / Chemical 50,000,000 11.49%
Dai-Ichi Kangyo Bank Limited 35,000,000 8.05%
Fuji Bank & Trust Company 25,000,000 5.75%
Lehman Government Securities Inc. 25,000,000 5.75%
Class B First National Bank of Chicago 22,500,000 100.00%
Series 1996- Bank of New York 114,500,000 18.80%
A
Class A Bear Sterns Securities Corp. 50,000,000 8.21%
Chase Manhattan Bank 252,800,000 41.51%
Citicorp Services Inc. 55,900,000 9.18%
First National Bank of Chicago 37,400,000 6.14%
Class B Citicorp Services Inc. 15,000,000 47.62%
Fuji Bank & Trust Company 16,500,000 52.38%
Series 1996- Bank of New York 35,000,000 8.05%
B
Class A Bankers Trust Company 37,000,000 8.51%
Boston Safe Deposit & Trust 74,730,000 17.18%
Company
Chase Manhattan Bank / Chemical 136,500,000 31.38%
Citicorp Services Inc. 28,500,000 6.55%
Fuji Bank & Trust Company 25,000,000 5.75%
Harris Trust & Savings Bank 49,670,000 11.42%
Class B Boston Safe Deposit & Trust Co. 22,500,000 100.00%
Series 1996-
C
Class A Bank of New York 432,000,000 99.31%
Class B Bank of Bermuda (New York) LTD. 2,000,000 8.89%
Boston Safe Deposit & Trust 10,500,000 46.67%
Company
Chase Manhattan Bank 10,000,000 44.44%
Series 1996- Bank of New York 67,500,000 7.94%
D
Class A Chase Manhattan Bank 322,710,000 37.97%
Chase Manhattan Correspondent 54,250,000 6.38%
Clearing Services
Chase Manhattan Bank / Chemical 60,000,000 7.06%
Provident Bank 50,000,000 5.88%
SSB-Custodian 142,500,000 16.76%
Class B Boston Safe Deposit & Trust Co. 20,000,000 26.67%
Bankers Trust Co./Investment A/C 25,000,000 33.33%
Chase Manhattan Bank / Chemical 7,000,000 9.33%
Goldman, Sachs & Co. 18,000,000 24.00%
Harris Trust & Savings Bank 5,000,000 6.67%
Series 1996-
E
Class A Bank of New York 140,665,000 22.07%
Bankers Trust Company 37,000,000 5.80%
Chase Manhattan Bank 72,695,000 11.40%
Chase Manhattan Bank / Chemical 40,070,000 6.29%
Citicorp Services, Inc. 33,250,000 5.22%
Dai-ichi Kangyo Bank Limited (The) 100,000,000 15.69%
New York-Branch
First National Bank of Chicago 44,500,000 6.98%
Class B Boston Safe Deposit & Trust Co. 27,000,000 48.00%
Bankers Trust Co. / Investment A/C 10,000,000 17.78%
Chase Manhattan Bank 8,450,000 15.02%
Chase Manhattan Bank / Broker & 3,000,000 5.33%
Dealer Clearance Dept.
Harris Trust & Savings Bank 5,000,000 8.89%
Series 1996-
G
Class A Bank of New York 51,150,000 12.04%
Chase Manhattan Bank 35,000,000 8.24%
Chase Manhattan Bank / Chemical 92,000,000 21.65%
Citicorp Services, Inc. 35,250,000 8.29%
Dai-ichi Kangyo Bank Limited (The) 50,000,000 11.76%
New York-Branch
Goldman, Sachs & Co. 124,000,000 29.18%
Class B Bankers Trust Co. / Investment A/C 10,000,000 26.67%
Chase Manhattan Bank 27,500,000 73.33%
Series 1996-
H
Class A Bank of New York 322,000,000 31.57%
Bankers Trust Company 187,500,000 18.38%
Chase Manhattan Bank 131,500,000 12.89%
Chase Manhattan Bank / Chemical 56,600,000 5.55%
SSB-Custodian 162,600,000 15.94%
Class B Bankers Trust Co. / Investment A/C 27,000,000 30.00%
Chase Manhattan Bank 60,600,000 67.33%
Series 1996-
J
Class A Bank of New York 165,155,000 19.43%
Chase Manhattan Bank 353,995,000 41.65%
Chase Manhattan Bank / Chemical 54,500,000 6.41%
First National Bank of Chicago 75,750,000 8.91%
French American Banking Corp. 51,000,000 6.00%
Class B Boston Safe Deposit & Trust Co. 25,000,000 33.33%
Chase Manhattan Bank / Chemical 20,000,000 26.67%
Goldman, Sachs & Co. 30,000,000 40.00%
Series 1996-
K
Class A PNC National Association 820,000,000 96.47%
Class B Chase Manhattan Bank 15,000,000 20.00%
Chase Manhattan Bank / Chemical 5,000,000 6.67%
Goldman, Sachs & Co. 55,000,000 73.33%
Series 1996-
M
Class A Bank of New York 36,000,000 8.47%
Bank of New York / Barclays De 50,000,000 11.76%
Zoete Wedd Securities
Bankers Trust Company / First 59,000,000 13.88%
Union Cap. Mkt. Clearance
Chase Manhattan Bank 35,000,000 8.24%
Chase Manhattan Bank / Broker & 24,000,000 5.65%
Dealer Clearance Dept.
Chase Manhattan Bank / Chemical 80,000,000 18.82%
Northern Trust Company 60,000,000 14.12%
Class B Boston Safe Deposit & Trust 4,500,000 12.00%
Company
Chase Manhattan Bank 28,000,000 74.67%
Sanwa Bank Limited (The) New York- 5,000,000 13.33%
Branch
Series 1996-
L
Class A Bankers Trust Company 102,500,000 24.12%
Nesbitt Burns Securities, Inc. 25,000,000 5.88%
Bonds
Northern Trust Company 70,500,000 16.59%
SSB-Custodian 167,015,000 39.30%
Class B Chase Manhattan Bank 15,000,000 40.00%
Chase Manhattan Bank / Chemical 10,000,000 26.67%
Swiss American Securities, Inc. 12,500,000 33.33%
</TABLE>
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 July 26, 1996 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 and Series 1996-E
The Annual Accountant's report with respect to Series 1996-
G, Series
1996-H, Series 1996-J, Series 1996-K, Series 1996-L,and
Series 1996-M
is not required until August 31, 1997.
99.02 Annual Servicer's Certificate dated August 26,
1996 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 and 1996-E.
The Annual Servicer's Certificate with respect to Series
1996-G, Series 1996-H, Series 1996-J, Series 1996-K, Series 1996-L,
and Series 1996-M is not required until August 31, 1997.
(b) Three reports on Form 8-K were filed by the registrant for
each month during the quarter ended December 31, 1996. 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 25, 1997 By: /s/ Marguerite M. Boylan
--------------------------
- -----
Marguerite M. Boylan
Vice President
_______________________________
1
Exhibit 99.01
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
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 appropriate sections of the
applicable
Series' Pooling and Servicing Agreement Supplements
("Agreement
Supplements"), between MBNA and The Bank of New York, as of
June 30,
1996 and for the year then ended, or portion of said year,
as specified
in Attachment A. This assertion is included in the
accompanying report
by management titled, "Report of Management on Credit Card
Trust Control
Structure Policies and Procedures 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, as of
June 30, 1996
and for the year then ended, or portion of said year as
specified in
Attachment A, is fairly stated, in all material respects.
This report is intended solely for the information and 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
Exhibits
attached thereto or in the applicable Series' Underwriting
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
July 26, 1996
<TABLE>
<CAPTION>
Attachment A Date of
Pooling & Servicing Underwriting
Agreement /Subscription
Series Supplement Date PSA Supplement Sections Compliance Period Lead Underwriter Agreement
<S> <C> <C> <C> <C> <C>
1994 - A August 4, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 CS First Boston 28-Jul-94
5.02 (a), 9(c) and (d) 11
1994 - B August 18, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 11-Aug-94
5.02(a), 9(c) and (d) 11
1994 - C October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94
5.02 (a), 9(c) and (d) 11
1994 - D October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94
5.02(a), 9(c) and (d) 11
1994 - E December 15, 1994 3(c), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996
5.02(a), 10(c) and (d) and 12
1995 - A March 22, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 15-Mar-95
5.02(a), 9(c) and (d) and 11
1995 - B May 23, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 J.P. Morgan Securities, Inc. 15-May-95
5.02(a), 9(c) and (d) and 11
1995 - C June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95
5.02(a), 9(c) and (d) and 12
1995 - D June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95
5.02(a), 9(c) and (d) and 12
1995 - E August 2, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 2, 1995 - June 30, 1996 CS First Boston 26-Jul-95
5.02(a), 9(c) and (d) and 11
1995 - F August 30, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 30, 1995 - June 30, 199 CS First Boston 16-Aug-95
5.02(a), 9(c) and (d) and 11
1995 - G September 27, 19953(b), 4.05(a)(i), 4.09, 4.10, September 27, 1995 - June 30, Lehman Brothers 22-Sep-96
5.02(a), 9(c) and (d) and 11
1995 - H September 28, 19953(b), 4.05(a)(i), 4.09, 4.10, September 28, 1995 - June 30, Barclays de Zoete Wedd Limit 22-Sep-96
5.02(a), 9(c) and (d) and 11
1995 - I October 26, 1995 3(b), 4.05(a)(i), 4.09, 4.10, October 27, 1995 - June 30,199 Merrill Lynch & Co. 19-Oct-95
5.02(a), 9(c) and (d) and 11
1995 - J November 21, 1995 3(b), 4.05(a)(i), 4.09, 4.10, November 21, 1995 - June 30,19J. P. Morgan Securities, Inc. 14-Nov-95
5.02(a), 9(c) and (d) and 11
1996 - A February 28, 1996 3(b), 4.05(a)(i), 4.09, 4.10, February 28, 1996 - June 30,19 Goldman, Sachs & Co. 21-Feb-96
5.02(a), 9(c) and (d) and 11
1996 - B March 26, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 26, 1996 - June 30, 1996 Lehman Brothers Inc. 18-Mar-96
5.02(a), 9(c) and (d) and 11
1996 - C March 27, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 27, 1996 - June 30, 1996 Merrill Lynch & Co. 20-Mar-96
5.02(a), 9(c) and (d) and 11
1996 - D May 1, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 1, 1996 - June 30, 1996 Merrill Lynch & Co. 24-Apr-96
5.02(a), 9(c) and (d) and 11
1996-E May 21, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 21, 1996 - June 30, 1996 J.P. Morgan & Co. 13-May-96
5.02(a), 9(c) and (d) and 11
</TABLE>
Independent Accountant's Report
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
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, as of
June 30, 1996
and for the year then ended, or portion of said year as
specified in
Attachment A. This engagement 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 have 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, which were
the source of
such amounts.
As a result of the procedures performed we noted no
instances where such
amounts set forth in the monthly certificates were not in
agreement with
reports prepared by MBNA's bank card processor.
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 included 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. Had we performed additional procedures
with
respect to both 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, 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 information and use
of the users
listed above and should not be used by those who have not
agreed to the
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
July 26, 1996
<TABLE>
<CAPTION>
Attachment A
Pooling and Servicing
Series Agreement Supplement Date Compliance Period
<S> <C> <C>
1994 - A 4-Aug-94 July 1, 1995 - June 30,1996
1994 - B 18-Aug-94 July 1, 1995 - June 30,1996
1994 - C 26-Oct-94 July 1, 1995 - June 30,1996
1994 - D 26-Oct-94 July 1, 1995 - June 30,1996
1994 - E 15-Dec-94 July 1, 1995 - June 30,1996
1995 - A 22-Mar-95 July 1, 1995 - June 30,1996
1995 - B 23-May-95 July 1, 1995 - June 30,1996
1995 - C 29-Jun-95 July 1, 1995 - June 30,1996
1995 - D 29-Jun-95 July 1, 1995 - June 30,1996
1995 - E 2-Aug-95 August 2, 1995 - June 30,1996
1995 - F 30-Aug-95 August 30, 1995 - June 30, 1996
1995 - G 27-Sep-95 September 27, 1995 - June 30, 1996
1995 - H 28-Sep-95 September 28, 1995 - June 30, 1996
1995 - I 26-Oct-95 October 26, 1995 - June 30, 1996
1995 - J 21-Nov-95 November 21, 1995 - June 30, 1996
1996 - A 28-Feb-96 February 28, 1996 - June 30, 1996
1996 - B 26-Mar-96 March 26, 1996 - June 30, 1996
1996 - C 27-Mar-96 March 27, 1996 - June 30, 1996
1996 - D 1-May-96 May 1, 1996 - June 30, 1996
1996-E 21-May-96 May 21, 1996 - June 30, 1996
</TABLE>
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
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"), a wholly owned subsidiary of MBNA Corporation
maintained
control structure policies and procedures 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, that
are
effective, as of June 30, 1996 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 Certificate holders of the Trust, and are
recorded
properly to permit the preparation of the required financial
reports.
This assertion is included in the accompanying report of
management
titled, "Report of Management on Credit Card Trust Control
Structure
Policies and Procedures 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 control structure
policies
and procedures over the functions performed by MBNA as
servicer of the
Trust, testing and evaluating the design and operating
effectiveness of
the policies and procedures, 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
control structure policies and procedures assumed the
accuracy of
reports prepared by MBNA's bank card processor and did not
extend its
assessment to the control structure policies and procedures
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 control
structure policies and procedures of MBNA's bank card
processor and we
do not express an opinion or any other form of assurance on
those
control structure policies and procedures.
Because of inherent limitations in any control structure
policies and
procedures, errors or irregularities may occur and not be
detected.
Also, projections of any evaluation of the control structure
policies
and procedures over the functions performed by MBNA as
servicer of the
Trust to future periods are subject to the risk that the
policies and
procedures may become inadequate because of changes in
conditions, or
that the degree of compliance with the policies or
procedures may
deteriorate.
In our opinion, management's assertion, that MBNA maintained
control
structure policies and procedures over the functions
performed as
servicer of the Trust that are effective, as of June 30,
1996, 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:
Policies and procedures provide reasonable
assurance that funds
collected are remitted to the Trustee in accordance with the
Agreements.
Policies and procedures provide reasonable
assurance that Trust
assets are segregated from those retained by MBNA in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that expenses
incurred by the Trust are calculated and remitted in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that the
addition of accounts to the Trust are authorized in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that the
removal of accounts from the Trust are authorized in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that Trust
assets amortizing out of the Trust are calculated in
accordance
with the Agreements.
Policies and procedures 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.
Policies and procedures 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 information and 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
Exhibits
attached thereto or in each Series' Underwriting 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
July 26, 1996
<TABLE>
<CAPTION>
Attachment A
Pooling and Servicing Agreement Date of Underwriting
Series Supplement Date Lead Underwriter /Subscription Agreement
<S> <C> <C> <C>
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
</TABLE>
Exhibit 99.02
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 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, 1996 was
conducted under my supervision.
5. Based on such review, the Servicer has, to the
best of my knowledge, fully performed all its obligations
under the Pooling and Servicing Agreement throughout such
twelve month period and no 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 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, 1996, 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 26th day of August, 1996.
Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
