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.
<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 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:
<TABLE>
<CAPTION>
Aggregate
Amount of Percentage
Title Certificates Of
Class Name Held Ownership
- ------------ ---------------------------------- -------------- ----------
- --- ------ -- --
<S> <C> <C> <C>
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
</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 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
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
<TABLE>
<CAPTION >
Attachme nt 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, 4.10July 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
</TABLE>
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
<TABLE>
<CAPTION>
APPENDIX 1
PSA SERVICING PSA COVENANTS
PSA/RPA/ SUPPL. COMPLIANCE AND
TRUST RTA DATE DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
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
</TABLE>
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
<TABLE>
<CAPTION>
Attachment A
Pooling and Servicing Monthly Certificates for the
Series Agreement Supplement Date Period
<S> <C> <C>
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
</TABLE>
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
<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
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
</TABLE>
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
<TABLE>
<CAPTION>
APPENDIX 1
PSA SERVICING PSA COVENANTS
PSA/RPA/ SUPPL. COMPLIANCE AND
TRUST RTA DATE DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
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
</TABLE>
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.
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
