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, 1998 333-62025
MBNA AMERICA BANK, NATIONAL ASSOCIATION,
ON BEHALF OF
MBNA MASTER CREDIT CARD TRUST II
(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,
Series 1997-N, Series 1998-A, and Series 1998-D.
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, Series 1997-N, Series 1998-A,
Series 1998-C, Series 1998-D, Series 1998-E, Series 1998-F,
Series 1998-G, Series 1998-I, and Series 1998-J. 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,
December 9, 1997, March 18, 1998, June 24, 1998, July 30, 1998,
August 11, 1998, August 26, 1998, September 10, 1998,
October 22, 1998, and October 29, 1998 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, Series 1997-N, Series 1998-A, Series 1998-C,
Series 1998-D, Series 1998-E, Series 1998-F, Series 1998-G,
Series 1998-I, and Series 1998-J. 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, 1998. Such direct
participants may hold Certificates for their own accounts or for
the accounts of their customers. At December 31, 1998, 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)- $ 50,750,000- 7.68%
-Bankers Trust Company - 170,210,000- 25.74%
-Boston Safe Deposit and Trust
Company- 64,515,000- 9.76%
-Chase Manhattan Bank- 56,030,000- 8.47%
-Citibank, N.A.- 59,200,000- 8.95%
-Investors Fiduciary Trust
Company/SSB- 40,905,000- 6.19%
-State Street Bank and Trust
Company- 164,555,000- 24.89%
Class B -Bank of New York (The)- $ 2,650,000 - 7.75%
-Bankers Trust Company- 2,150,000- 6.29%
-Boston Safe Deposit and Trust
Company- 9,500,000- 27.78%
-Chase Manhattan Bank- 17,200,000- 50.29%
-FUNB - Phila. Main- 2,000,000- 5.85%
- ---
Series 1994-B---
Class A -Bank of New York (The)- $46,000,000- 5.29%
-Chase Bank of Texas, N.A. - 130,000,000- 14.94%
-Chase Manhattan Bank- 272,665,000- 31.34%
-Investors Fiduciary Trust
Company/SSB- 74,635,000- 8.58%
-State Street Bank and Trust
Company- 264,100,000- 30.36%
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)- $ 131,429,000- 15.11%
-Bankers Trust Company- 103,900,000- 11.94%
-Boston Safe Deposit and Trust
Company- 54,800,000- 6.30%
-Chase Manhattan Bank- 260,125,000- 29.90%
-Chase Manhattan Bank/FI-TRAC 2- 50,000,000- 5.75%
-Citibank, N.A.- 50,500,000- 5.80%
-State Street Bank and Trust
Company- 105,250,000- 12.10%
Class B -Bankers Trust Company- $ 4,000,000- 8.89%
-Chase Manhattan Bank- 10,000,000- 22.22%
-Investors Bank & Trust/M.F. Custody- 10,000,000- 22.22%
-NBD Bank- 14,000,000- 31.11%
-SSB - Bank Portfolio- 7,000,000- 15.56%
- ---
Series 1995-A---
Class A -Bank of New York (The)- $ 80,534,000- 16.10%
-Bankers Trust Company- 40,100,000- 8.02%
-Boston Safe Deposit and Trust
Company- 63,050,000- 12.60%
-Chase Manhattan Bank- 95,389,000- 19.07%
-Citibank, N.A.- 140,000,000- 27.99%
-Merrill Lynch, Pierce Fenner &
Smith Safekeeping- 30,211,000- 6.04%
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)- $ 402,000,000- 61.61%
-Boston Safe Deposit and Trust
Company- 102,500,000- 15.71%
-First Union National Bank- 50,000,000- 7.66%
-State Street Bank and Trust Company- 60,000,000- 9.20%
Class B -Chase Manhattan Bank- $ 6,250,000- 18.52%
-Citibank, N.A.- 7,500,000- 22.22%
-State Street Bank and Trust Company- 20,000,000- 59.26%
- ---
Series 1995-C---
Class A -Bank of New York (The)- $ 40,315,000- 8.06%
-Bankers Trust Company- 28,890,000- 5.78%
-Boston Safe Deposit and Trust
Company- 71,768,000- 14.35%
-Chase Manhattan Bank- 51,240,000- 10.24%
-Investors Fiduciary Trust
Company/SSB- 49,615,000- 9.92%
-Northern Trust Company (The)- 25,847,000- 5.17%
-State Street Bank and Trust
Company- 120,320,000- 24.05%
Class B -NBD Bank - $ 25,875,000- 100.00%
- ---
Series 1995-D---
Class A -Bank of New York (The)- $ 37,925,000- 8.72%
-Bankers Trust Company- 35,354,000- 8.13%
-Boston Safe Deposit and Trust
Company- 26,150,000- 6.01%
-Chase Manhattan Bank- 96,215,000- 22.12%
-Northern Trust Company (The)- 46,445,000- 10.68%
-State Street Bank and Trust
Company- 68,706,000- 15.79%
Class B -NBD Bank - $ 22,500,000- 100.00%
- ---
Series 1995-E---
Class A -Bank of New York (The)- $ 71,725,000- 16.49%
-Bankers Trust Company- 65,000,000- 14.94%
-Chase Manhattan Bank- 132,675,000- 30.50%
-Citibank, N.A.- 25,600,000- 5.89%
-Marine/Treasury Investments- 24,375,000- 5.60%
-Merrill Lynch, Pierce Fenner &
Smith Safekeeping- 50,000,000- 11.49%
-State Street Bank and Trust Company- 26,790,000- 6.16%
Class B -Citibank, N.A.- $ 10,000,000- 44.44%
-NBD Bank - 12,500,000- 55.56%
- ---
Series 1995-F---
Class A -Bank of New York (The)- $ 72,760,001- 15.99%
-Bankers Trust Company- 31,430,000- 6.91%
-Boston Safe Deposit and Trust
Company- 63,350,000- 13.92%
-Chase Manhattan Bank- 36,030,000- 7.92%
-Chase Manhattan Bank/Salomon- 22,945,000- 5.04%
-FUNB - Phila. Main- 23,445,000- 5.15%
-Merrill Lynch, Pierce Fenner &
Smith Safekeeping- 31,045,000- 6.82%
-State Street Bank and Trust
Company- 85,475,000- 18.79%
Class B -Chase Manhattan Bank- $ 18,750,000- 100.00%
- ---
Series 1995-I---
Class A -Bank of New York (The)- $ 114,830,000- 17.60%
-Boston Safe Deposit and Trust
Company- 56,365,000- 8.64%
-Chase Manhattan Bank- 292,150,000- 44.77%
-State Street Bank and Trust
Company- 122,850,000- 18.83%
Class B -Bank of New York (The)- $ 10,000,000- 29.63%
-Citibank, N.A.- 7,000,000- 20.74%
-LBI - Lehman Government
Securites, Inc.- 3,500,000- 10.37%
-NBD Bank - 13,250,000- 39.26%
- ---
Series 1995-J---
Class A -Bank of New York (The)- $ 47,970,000- 11.03%
-Bankers Trust Company- $ 73,500,000- 16.90%
-Boston Safe Deposit and Trust
Company- 46,500,000- 10.69%
-Chase Manhattan Bank- 153,770,000- 35.35%
-Fuji Bank and Trust Company (The)- 25,000,000- 5.75%
-State Street Bank and Trust
Company- 28,750,000- 6.61%
-U.S. Bank National Association- 25,000,000- 5.75%
Class B -NBD Bank- $ 22,500,000- 100.00%
- ---
Series 1996-A---
Class A -Bank of New York (The)- $ 228,400,000- 37.50%
-Bankers Trust Company- 55,000,000- 9.03%
-Chase Manhattan Bank- 135,500,000- 22.25%
-Citibank, N.A.- 36,500,000- 5.99%
-Merrill Lynch, Pierce Fenner &
Smith- 50,000,000- 8.21%
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- $ 37,000,000- 8.51%
-Boston Safe Deposit and Trust
Company- 44,730,000- 10.28%
-Chase Bank of Texas, N.A.- 23,000,000- 5.29%
-Chase Manhattan Bank- 62,600,000- 14.39%
-Citibank, N.A.- 115,170,000- 26.48%
-Fuji Bank and Trust Company (The)- 25,000,000- 5.75%
-Marine/Treasury Investments- 30,500,000- 7.01%
-NBD Bank- 24,000,000- 5.52%
-State Street Bank and Trust
Company- 33,000,000- 7.59%
Class B -Boston Safe Deposit and Trust
Company- $ 22,500,000- 100.00%
- ---
Series 1996-C---
Class A -Bank of New York (The)- $ 432,000,000- 99.31%
Class B -Bankers Trust/Dealer Clearance- $ 20,500,000- 91.11%
-LBI - Lehman Government
Securites, Inc.- 2,000,000- 8.89%
- ---
Series 1996-D---
Class A -Bank of New York (The)- $ 160,720,000- 18.91%
-Bankers Trust Company- 42,630,000- 5.02%
-Chase Manhattan Bank- 274,490,000- 32.29%
-Citibank, N.A.- 55,000,000- 6.47%
-Northern Trust Company (The)- 72,301,000- 8.51%
-State Street Bank and Trust
Company- 169,509,000- 19.94%
Class B -Bank of New York (The)- $ 18,000,000- 24.00%
-Chase Manhattan Bank- 20,000,000- 26.67%
-Citibank, N.A.- 22,000,000- 29.33%
-Harris Trust & Savings Bank- 5,000,000- 6.67%
-Investors Bank % Trust/M.F.
Custody - 10,000,000- 13.33%
- ---
Series 1996-E---
Class A- Bank of New York (The)- $ 56,665,000- 8.89%
-Bankers Trust Company- 132,000,000- 20.71%
-BNY/ITC - Dealers Clearance
Special- 50,000,000- 7.84%
-Chase Bank of Texas- 60,000,000- 9.41%
-Chase Manhattan Bank- 60,790,000- 9.54%
-State Street Bank and Trust
Company - 127,720,000- 20.03%
-Swiss American Securities, Inc.- 49,000,000- 7.69%
Class B -Bank of New York (The)- $ 5,000,000- 8.89%
-Bankers Trust Company- 20,000,000- 35.56%
-Boston Safe Deposit and Trust
Company- 10,000,000- 17.78%
-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- $ 90,000,000- 21.18%
-Banque National DeParis- 40,500,000- 9.53%
-Chase Manhattan Bank- 75,000,000- 17.65%
-Citibank, N.A.- 59,000,000- 13.88%
-Chase Manhattan Bank/MSTC- 37,500,000- 8.82%
-Harris Trust & Savings Bank- 45,000,000- 10.59%
-Merrill Lynch, Pierce Fenner & Smith- 50,050,000- 11.78%
Class B -Bank of New York (The)- $ 5,000,000- 13.33%
-Bankers Trust Company- 27,500,000- 73.33%
-Chase Manhattan Bank- 5,000,000- 13.33%
- ---
Series 1996-H---
Class A -Bankers Trust Company- $ 222,725,000- 21.84%
-Boston Safe Deposit and Trust
Company- 223,305,000- 21.89%
-Chase Manhattan Bank- 139,275,000- 13.65%
-Citibank, N.A.- 94,600,000- 9.27%
-First Union National Bank- 51,060,000- 5.01%
-Northern Trust Company (The)- 124,645,000- 12.22%
-State Street Bank and Trust
Company- 66,305,000- 6.50%
Class B -BT Alex. Brown Incorporated-CP- $ 12,000,000- 13.33%
-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)- $ 141,155,000- 16.61%
-Bankers Trust Company- 42,965,000- 5.05%
-Chase Manhattan Bank- 248,645,000- 29.25%
-Chase Manhattan Bank/FI-Trac 2- 50,000,000- 5.88%
-Marine/Treasury Investments- 43,925,000- 5.17%
-State Street Bank and Trust
Company- 102,857,000- 12.10%
-Warburg Dillon Read LLC- 93,000,000- 10.94%
Class B -Bankers Trust Company- $ 30,000,000- 40.00%
-Boston Safe Deposit and Trust
Company- 25,000,000- 33.33%
-Chase Manhattan Bank- 20,000,000- 26.67%
Series 1996-K---
Class A -Bank of New York (The)- $ 60,940,000- 7.17%
-Bankers Trust Company- 304,465,000- 35.82%
-Boston Safe Deposit and Trust
Company- 51,546,000- 6.06%
-Chase Bank of Texas, N.A.- 358,454,000- 42.17%
Class B -Bank of New York (The)- $ 25,000,000- 33.33%
-Bankers Trust Company- 45,000,000- 60.00%
-Chase Manhattan Bank- 5,000,000- 6.67%
Series 1996-L---
Class A -Bankers Trust Company- $ 127,500,000- 30.00%
-Boston Safe Deposit and Trust
Company- 51,000,000- 12.00%
-Northern Trust Company (The)- 70,500,000- 16.59%
-State Street Bank and Trust
Company- 139,000,000- 32.71%
Class B -Bank of New York (The)- $ 10,000,000- 26.67%
-Chase Manhattan Bank- 25,000,000- 66.67%
Series 1996-M---
Class A -Bank of New York (The)- $ 27,450,000- 6.46%
-Banque National de Paris- 49,850,000- 11.73%
-Chase Manhattan Bank- 120,150,000- 28.27%
-Citibank, N.A.- 90,300,000- 21.25%
-Deutsche Bank A.G., New York
Branch- 51,600,000- 12.14%
-State Street Bank and Trust
Company- 26,000,000- 6.12%
Class B -Bank of New York (The)- $ 27,000,000- 72.00%
-Chase Manhattan Bank- 4,500,000- 12.00%
-LBI - Lehman Government
Securites, Inc.- 6,000,000- 16.00%
Series 1997-B---
Class A -Bank of New York (The)- $ 146,500,000- 17.24%
-Chase Bank of Texas, N.A.- 362,780,000- 42.68%
-Chase Manhattan Bank- 138,020,000- 16.24%
-Goldman, Sachs & Co.- 85,500,000- 10.06%
-Merrill Lynch, Pierce Fenner
& Smith- 46,200,000- 5.44%
-State Street Bank and Trust
Company- 44,000,000- 5.18%
Class B -Bank of New York (The)- $ 10,000,000- 13.33%
-Chase Manhattan Bank- 65,000,000- 86.67%
Series 1997-C---
Class A -Bank of New York (The)- $ 43,000,000- 6.75%
-Boston Safe Deposit and Trust
Company- 92,000,000- 14.43%
-Chase Manhattan Bank- 144,290,000- 22.63%
-Citibank, N.A.- 200,210,000- 31.41%
-State Street Bank and Trust
Company- 77,000,000- 12.08%
Class B -Bankers Trust Company- $ 14,250,000- 25.33%
-Boston Safe Deposit and Trust
Company- 37,000,000- 65.78%
-NBD Bank 5,000,000- 8.89%
Series 1997-E---
Class A -Bank of New York (The)- $ 55,000,000- 8.63%
-Bankers Trust Company- 115,000,000- 18.04%
-Boston Safe Deposit and Trust
Company- 63,000,000- 9.88%
-Chase Manhattan Bank- 89,500,000- 14.04%
-Citibank, N.A.- 95,250,000- 14.94%
-State Street Bank and Trust
Company- 174,250,000- 27.33%
Class B -Brown Brothers Harriman & Co.- $ 5,000,000- 8.89%
-Chase Manhattan Bank- 31,250,000- 55.56%
-NBD Bank - 15,000,000- 26.67%
-State Street Bank and Trust
Company- 5,000,000- 8.89%
Series 1997-F---
Class A -Bank of New York (The)- $ 69,890,000-
11.65%
-Bankers Trust Company- 229,765,000- 37.79%
-Boston Safe Deposit and Trust Company- 73,805,000-
12.30%
-Chase Manhattan Bank- 38,615,000- 6.44%
-Northern Trust Company (The)- 46,200,000-
7.70%
-State Street Bank and Trust Company- 42,530,000-
7.09%
Class B -Bankers Trust Company- $ 13,000,000-
24.53%
-Boston Safe Deposit and Trust Company- 10,000,000-
18.87%
-Chase Manhattan Bank- 20,000,000- 37.74%
-NBD Bank - 10,000,000- 18.87%
Series 1997-I---
Class A- Bank of New York (The)- $ 103,472,000- 16.23%
-Bankers Trust Company- 96,140,000- 15.08%
-Boston Safe Deposit and Trust Company- 88,428,000-
13.87%
-Chase Manhattan Bank- 110,669,000- 17.36%
-Deutsche Bank A.G.- 50,000,000- 7.84%
-Fifth Third Bank/State Teachers
Retirement of Ohio- 35,070,000- 5.50%
Class B -Chase Manhattan Bank- $ 9,250,000-
16.44%
-Citibank, N.A.- 7,000,000- 12.44%
-LBI - Lehman Government Securites, Inc.- 25,000,000-
44.44%
-State Street Bank and Trust Company- 15,000,000-
26.67%
Series 1997-J---
Class A -The Bank of New York/Barclays
De Zoete Wedd Securities- $ 145,000,000- 22.75%
-Chase Manhattan Bank- 102,450,000- 16.07%
-Citibank, N.A.- 45,950,000- 7.21%
-State Street Bank and Trust Company- 230,000,000-
36.08%
Class B -Bankers Trust Company- $ 15,000,000-
26.67%
-Citibank, N.A.- 5,000,000- 8.89%
-LBI - Lehman Government Securites, Inc.- 36,250,000-
64.44%
- ---
Series 1997-K---
Class A -SSB- Trust Custody- $ 599,500,000-
94.04%
Class B -ABN AMRO Incorporated/Bond Trading- $ 15,250,000-
27.11%
-Chase Manhattan Bank- 20,000,000- 35.56%
-Citibank, N.A. 6,000,000- 10.67%
-State Street Bank and Trust Company 15,000,000-
26.67%
Series 1997-M---
Class A- Bankers Trust Company- $ 104,910,000- 16.46%
-Chase Manhattan Bank- 148,300,000- 23.26%
-State Street Bank and Trust Company- 320,515,000-
50.28%
Class B -Boston Safe Deposit and Trust Company- $ 6,250,000-
11.11%
-Chase Manhattan Bank- 50,000,000- 88.89%
Series 1997-N ---
Class A -Bankers Trust Company- $ 106,140,000-
13.87%
-Boston Safe Deposit and Trust Company- 191,925,000-
25.09%
-Chase Manhattan Bank- 41,610,000- 5.44%
-Citibank, N.A.- 150,000,000- 19.61%
-Northern Trust Company (The)- 73,015,000-
9.54%
-State Street Bank and Trust Company- 125,515,000-
16.41%
Class B -Bank of New York (The)- $ 20,000,000-
29.63%
-Chase Manhattan Bank- 25,000,000- 37.04%
-Harris Trust & Savings Bank- 22,500,000- 33.33%
- ---
Series 1998-A---
Class A -Bank of New York (The)- $ 40,500,000- 6.35%
-Bankers Trust Company- 130,000,000- 20.39%
-Brown Brothers Harriman & Co.- 80,000,000- 12.55%
-Chase Manhattan Bank- 35,000,000- 5.49%
-Citibank, N.A.- 32,000,000- 5.02%
-First Union National Bank- 60,505,000- 9.49%
-State Street Bank and Trust Company- 226,005,000-
35.45%
Class B -Chase Manhattan Bank- $ 56,250,000- 100.00%
- ---
Series 1998-C---
Class A -Bankers Trust Company- $ 90,000,000-
14.12%
-Chase Manhattan Bank- 217,000,000- 34.04%
-Citibank, N.A.- 67,500,000- 10.59%
-State Street Bank and Trust Company- 213,800,000-
33.54%
Class B -Bank of New York (The)- $ 7,500,000-
13.33%
-Bankers Trust Company- 35,000,000- 62.22%
-Chase Manhattan Bank- 13,750,000- 24.44%
Series 1998-D---
Class A -Bank of New York (The)- $ 24,229,000-
5.10%
-Bankers Trust Company- 125,327,000- 26.38%
-Bank of New York (The) - Fleet N.W.1- 100,000,000-
21.05%
-Boston Safe Deposit and Trust Company- 33,400,000-
7.03%
-Citibank, N.A.- 54,030,000- 11.37%
-Keybank National Association 25,360,000 5.34%
State Street Bank and Trust Company- 40,651,000-
8.56%
Class B -Bank of New York (The)- $ 8,050,000-
19.17%
-BT Alex. Brown Incorporated-CP- 10,000,000- 23.81%
-Chase Manhattan Bank- 22,000,000- 52.38%
Series 1998-E---
Class A -State Street Bank and Trust Company- $ 750,000,000-
100.00%
Class B -Bankers Trust Company- $ 66,200,000-
100.00%
- ---
- ---
Series 1998-F---
Class A -Bankers Trust Company- $ 125,000,000-
29.41%
-Boston Safe Deposit and Trust Company- 92,000,000-
21.65%
-Chase Manhattan Bank- 75,000,000- 17.65%
-Chase Manhattan Bank/FI-TRAC 2- 39,000,000- 9.18%
-Citibank, N.A.- 82,700,000- 19.46%
Class B -Bankers Trust Company- $ 37,500,000-
100.00%
Series 1998-G---
Class A- State Street Bank and Trust Company $ 637,500,000-
100.00%
Class B -Bankers Trust Company- $ 31,250,000-
56.56%
-Chase Manhattan Bank 15,000,000 26.67%
-NBD Bank- 10,000,000- 17.78%
Series 1998-I---
Class A -Bank of New York (The)- $ 236,180,000-
37.05%
-Chase Manhattan Bank- 70,000,000- 10.98%
-Citibank, N.A.- 71,900,000- 11.28%
-Fuji Bank and Trust Company (The)- 50,000,000- 7.84%
-Northern Trust Company (The)- 55,170,000-
8.65%
-State Street Bank and Trust Company - 51,000,000-
8.00%
Class B -Citibank, N.A.- $ 12,500,000- 22.22%
-Fuji Bank and Trust Company (The)- 25,000,000-
44.44%
-Harris Trust & Savings Bank- 3,000,000-
5.33%
-SSB - Bank Portfolio- 15,750,000- 28.00%
Series 1998-J-
- --
Class A -Bank of New York (The)- $ 85,490,000-
12.95%
-Bankers Trust Company- 59,600,000- 9.03%
-Boston Safe Deposit and Trust Company- 70,090,000-
10.62%
-Chase Manhattan Bank- 38,367,000- 5.81%
-Northern Trust Company (The)- 36,985,000- 5.60%
-State Street Bank and Trust Company - 263,820,000-
39.97%
Class B -Boston Safe Deposit and Trust Company- $ 10,000,000-
22.22%
-Chase Manhattan Bank- 25,000,000- 55.56%
-State Street Bank and Trust Company - 10,000,000-
22.22%
</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 7, 1998 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,
Series 1997-E, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E,
Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J.
The Annual Accountant's report with respect to Series 1998-D, Series
1998-E, Series 1998-F, Series 1998-G, Series 1998-I and Series 1998-J
is not required until August 31, 1999.
99.02 Annual Servicer's Certificate dated August 7, 1998 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,
Series 1997-E, Series 1998-A, Series 1998-C, Series 1998-D, Series 1998-E,
Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J.
The Annual Servicer's Certificate with respect to Series 1998-D, Series
1998-E, Series 1998-F, Series 1998-G, Series 1998-I, and Series 1998-J
is not required until August 31, 1999.
99.03 Year 2000 Information
(b) Three reports on Form 8-K were filed on October 14, 1998, November 13,
1998, and December 15, 1998, respectively, by the registrant for each
month during the quarter ended December 31, 1998. This report included
the following:
Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(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 31, 1999 By: /s/ David Martini
-------------------------------
David Martini
Vice President
2
Report of Independent Accountants
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, was in material compliance
with the covenants and conditions of sections 2.05(e), 2.06,
2.07, 2.08(a), 3.02, 3.04, 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.
In our opinion, management's assertion that MBNA was in
material 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 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C> <C> <C>
Pooling and Servicing
Series Supplement Date of Underwriting
Series Dated PSA Supplement Sections Compliance Period Lead Underwriter Agreement
1994-A August 4, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First July 28, 1994
as amended 5.02(a), 9(c) and (d) and 11 Boston
1994-B August 18, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. August 11, 1994
as amended 5.02(a), 9(c) and (d) and 11
1994-C October 26, 1994, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. October 19, 1994
as amended 5.02(a), 9(c) and (d) and 11
1994-D October 26, 1994, 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv),7/1/97 - 11/17/97 Merrill Lynch & Co. October 19, 1994
as amended 4.09, 4.10, 5.02(a), 9(c) and (d) and 11
1994-E December 15, 1994,3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98
as amended 5.02(a), 10(c) and (d) and 12
1995-A March 22, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 15, 1995
as amended 5.02(a), 9(c) and (d) and 11
1995-B May 23, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. May 15, 1995
as amended 5.02(a), 9(c) and (d) and 11
1995-C June 29, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 7/1/97 - 6/30/98 Lehman Brothers June 22, 1995
as amended 5.02(a), 9(c) and (d) and 12
1995-D June 29, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.11, 7/1/97 - 6/30/98 Lehman Brothers June 22, 1995
as amended 5.02(a), 9(c) and (d) and 12
1995-E August 2, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First July 26, 1995
as amended 5.02(a), 9(c) and (d) and 11 Boston
1995-F August 30, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First August 16, 1995
as amended 5.02(a), 9(c) and (d) and 11 Boston
1995-G September 27, 19953(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers September 22, 1995
as amended 5.02(a), 9(c) and (d) and 11
1995-H September 28, 19953(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Barclays de Zoete September 22, 1995
as amended 5.02(a), 9(c) and (d) and 11 Wedd Limited
1995-I October 26, 1995, 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. October 19, 1995
as amended 5.02(a), 9(c) and (d) and 11
1995-J November 21, 1995,3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J. P. Morgan & Co. November 14, 1995
as amended 5.02(a), 9(c) and (d) and 11
1996-A February 28, 1996,3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. February 21, 1996
as amended 5.02(a), 9(c) and (d) and 11
1996-B March 26, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers March 18, 1996
5.02(a), 9(c) and (d) and 11
1996-C March 27, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 20, 1996
5.02(a), 9(c) and (d) and 11
1996-D May 1, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. April 24, 1996
5.02(a), 9(c) and (d) and 11
1996-E May 21, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. May 13, 1996
5.02(a), 9(c) and (d) and 11
1996-F June 25, 1996, 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 7/1/97 - 6/30/98
as amended 5.02, 10(c) and (d) and 12
1996-G July 17, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers July 10, 1996
5.02(a), 9(c) and (d) and 11
1996-H August 14, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. August 7,1996
5.02(a), 9(c) and (d) and 11
1996-I September 25, 19963(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Class A: Merrill Lynch September 20,1996
5.02(a), 10(c) and (d) and 12 Bank AG
1996-J September 19, 19963(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. September 12, 1996
5.02(a), 9(c) and (d) and 11
1996-K October 24, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Goldman, Sachs & Co. October 18, 1996
5.02(a), 9(c) and (d) and 11
1996-L December 3, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Salomon Brothers Inc November 19, 1996
5.02(a), 9(c) and (d) and 11
1996-M November 26, 1996 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Credit Suisse First November 19, 1996
5.02(a), 9(c) and (d) and 11 Boston
1997-A January 30, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98
5.02(a), 9(c) and (d) and 11
1997-B February 27, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers February 20, 1997
5.02(a), 9(c) and (d) and 11
1997-C March 26, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Merrill Lynch & Co. March 19, 1997
5.02(a), 9(c) and (d) and 11
1997-D May 22, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98
5.02(a), 10(c) and (d) and 12
1997-E May 8, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 J.P. Morgan & Co. April 24, 1997
5.02(a), 9(c) and (d) and 11
1997-F June 18, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98 Lehman Brothers June 11, 1997
5.02(a), 9(c) and (d) and 11
1997-G June 18, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 7/1/97 - 6/30/98
5.02(a), 9(c) and (d) and 11
1997-H August 6, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 8/6/97 - 6/30/98
5.02(a), 10(c) and (d) and 12
1997-I August 26, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 8/26/97 - 6/30/98 Goldman, Sachs & Co. August 12, 1997
5.02(a), 9(c) and (d) and 11
1997-J September 10, 19973(b), 4.05(a)(i)-(iv), 4.09, 4.10, 9/10/97 - 6/30/98 Lehman Brothers September 4, 1997
5.02(a), 9(c) and (d) and 11
1997-K October 22, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 10/22/97 - 6/30/98 Credit Suisse First October 9, 1997
5.02(a), 9(c) and (d) and 11 Boston
1997-L November 13, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 11/13/97 - 6/30/98
5.02(a), 10(c) and (d) and 12
1997-M November 6, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 11/6/97 - 6/30/98 Salomon Brothers Inc October 28, 1997
5.02(a), 9(c) and (d) and 11
1997-N December 9, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 12/9/97 - 6/30/98 Merrill Lynch & Co. November 19, 1997
5.02(a), 9(c) and (d) and 11
1997-O December 23, 1997 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 12/23/97 - 6/30/98
5.02(a), 9(c) and (d) and 11
1998-A March 18, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 3/18/98 - 6/30/98 J.P. Morgan & Co. March 3, 1998
5.02(a), 9(c) and (d) and 11
1998-B April 14, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 4/14/98 - 6/30/98
5.02(a), 10(c) and (d) and 12
1998-C June 24, 1998 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 6/24/98 - 6/30/98 Salomon Brothers Inc June 10, 1998
5.02(a), 9(c) and (d) and 11
</TABLE>
Report of Management on Credit Card Trust Internal
Control
and Pooling and Servicing Agreement Compliance
Credit Card Trust Internal Control
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 pool, listed in Appendix I (the "Trusts and Pool" 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 or the Receivables Purchase
Agreement (the "Agreements") as specified in Appendix I,
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 to the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - 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 Pool are calculated
and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pool are
authorized in accordance with the Agreements.
- - The removals of accounts from the Trusts and Pool are
authorized in accordance with the Agreements.
August 7, 1998
Page 2
Credit Card Trust Internal Control (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pool 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 Pool in relation to
these criteria. Based upon this assessment, the Company
believes that, as of June 30, 1998, its controls over the
functions performed as servicer of the Trusts and Pool 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 Agent 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. Based upon this assessment,
MBNA was in material compliance with the relevant covenants
and conditions of the Agreements identified in Appendix I
for each of the Agreements during the periods specified in
Appendix I. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 7, 1998
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/ Randall J. Black for
VPM____________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
_/s/ Douglas O.
Hart_____________________
Douglas O. Hart
Executive Vice President
<TABLE>
<CAPTION>
Appendix I
PSA Servicing PSA Covenants
Trust PSA/RPA/ Suppl- Compliance AND
RTA Date DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
MBNA Master Credit Card Trust I:
TRUSTEE: Bankers Trust Company
Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1)
Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 2/17/98 (1)
Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 6/15/98 (1)
Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1)
Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1)
Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1)
Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1)
Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2)
Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2)
Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2)
Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5)
Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4)
Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2)
Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2)
Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2)
Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2)
Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2)
Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2)
Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2)
Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2)
Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2)
Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2)
Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2)
Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2)
Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2)
Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6)
Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2)
Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2)
Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7)
Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2)
Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2)
Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2)
Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2)
Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2)
Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2)
Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2)
Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7)
Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2)
Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7)
Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2)
Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2)
Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2)
Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7)
Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2)
Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2)
Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2)
Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2)
Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7)
Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2)
MBNA Master Consumer Loan Trust
Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9)
MBNA Gold Reserve Trust
TRUSTEE: Barclays Bk PLC, NY Branch 12/16/94 N/A 7/1/97 - 6/30/98 (8)
* - Indicates agreement was amended
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12
(7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(8) 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).
(9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 10(c), 10(e).
</TABLE>
Report of Independent Accountants
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
amounts in the "mathematical calculations" set forth in 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 months
specified 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 months specified 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 an opinion on
the amounts in the "mathematical calculations" set forth in
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 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 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C>
Pooling and Servicing
Series Supplement Dated Monthly Certificates Tested
1994 - A August 4, 1994, as amended July 1997, February 1998 and June 1998
1994 - B August 18, 1994, as amended July 1997, February 1998 and June 1998
1994 - C October 26, 1994, as amended July 1997, February 1998 and June 1998
1994 - D October 26, 1994, as amended July 1997a
1994 - E December 15, 1994, as amended July 1997, February 1998 and June 1998
1995 - A March 22, 1995, as amended July 1997, February 1998 and June 1998
1995 - B May 23, 1995, as amended July 1997, February 1998 and June 1998
1995 - C June 29, 1995, as amended July 1997, February 1998 and June 1998
1995 - D June 29, 1995, as amended July 1997, February 1998 and June 1998
1995 - E August 2, 1995, as amended July 1997, February 1998 and June 1998
1995 - F August 30, 1995, as amended July 1997, February 1998 and June 1998
1995 - G September 27, 1995, as amended July 1997, February 1998 and June 1998
1995 - H September 28, 1995, as amended July 1997, February 1998 and June 1998
1995 - I October 26, 1995, as amended July 1997, February 1998 and June 1998
1995 - J November 21, 1995, as amended July 1997, February 1998 and June 1998
1996 - A February 28, 1996, as amended July 1997, February 1998 and June 1998
1996 - B March 26, 1996 July 1997, February 1998 and June 1998
1996 - C March 27, 1996 July 1997, February 1998 and June 1998
1996 - D May 1, 1996 July 1997, February 1998 and June 1998
1996 - E May 21, 1996 July 1997, February 1998 and June 1998
1996 - F June 25, 1996, as amended July 1997, February 1998 and June 1998
1996 - G July 17, 1996 July 1997, February 1998 and June 1998
1996 - H August 14, 1996 July 1997, February 1998 and June 1998
1996 - I September 25, 1996 July 1997, February 1998 and June 1998
1996 - J September 19, 1996 July 1997, February 1998 and June 1998
1996 - K October 24, 1996 July 1997, February 1998 and June 1998
1996 - L December 3, 1996 July 1997, February 1998 and June 1998
1996 - M November 26, 1996 July 1997, February 1998 and June 1998
1997 - A January 30, 1997 July 1997, February 1998 and June 1998
1997 - B February 27, 1997 July 1997, February 1998 and June 1998
1997 - C March 26, 1997 July 1997, February 1998 and June 1998
1997 - D May 22, 1997 July 1997, February 1998 and June 1998
1997 - E May 8, 1997 July 1997, February 1998 and June 1998
1997 - F June 18, 1997 July 1997, February 1998 and June 1998
1997 - G June 18, 1997 July 1997, February 1998 and June 1998
1997 - H August 6, 1997 February 1998 and June 1998
1997 - I August 26, 1997 February 1998 and June 1998
1997 - J September 10, 1997 February 1998 and June 1998
1997 - K October 22, 1997 February 1998 and June 1998
1997 - L November 13, 1997 February 1998 and June 1998
1997 - M November 6, 1997 February 1998 and June 1998
1997 - N December 9, 1997 February 1998 and June 1998
1997 - O December 23, 1997 February 1998 and June 1998
1998 - A March 18, 1998 June 1998
1998 - B April 14, 1998 June 1998
a Series 1994-D terminated on November 17, 1997.
</TABLE>
Report of Independent Accountants
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, 1998, 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").
Management is responsible for MBNA's controls over the
functions performed as servicer of the Trust. Our
responsibility is to express an opinion on management's
assertion based on our examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an
understanding of the controls over the functions performed
by 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.
Because of inherent limitations in any control, errors or
fraud may occur and not be detected. Also, projections of
any evaluation of the controls over the functions performed
by 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 it believes
that MBNA's controls over the functions performed as
servicer of the Trust are effective, as of June 30, 1998, 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
additions of accounts to the Trust are authorized in
accordance with the Agreements.
- The controls provide reasonable assurance that the
removals 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 7, 1998
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Date of Underwriting
Series Supplement Dated Lead Underwriter Subscription/Agreement
1994 - A August 4, 1994, as amended Credit Suisse First Boston July 28, 1994
1994 - B August 18, 1994, as amended Merrill Lynch & Co. August 11, 1994
1994 - C October 26, 1994, as amended Merrill Lynch & Co. October 19, 1994
1994 - E December 15, 1994, as amended
1995 - A March 22, 1995, as amended Merrill Lynch & Co. March 15, 1995
1995 - B May 23, 1995, as amended J.P. Morgan & Co. May 15, 1995
1995 - C June 29, 1995, as amended Lehman Brothers June 22, 1995
1995 - D June 29, 1995, as amended Lehman Brothers June 22, 1995
1995 - E August 2, 1995, as amended Credit Suisse First Boston July 26, 1995
1995 - F August 30, 1995, as amended Credit Suisse First Boston August 16, 1995
1995 - G September 27, 1995, as amended Lehman Brothers September 22, 1995
1995 - H September 28, 1995, as amended Barclays de Zoete Wedd Limited September 22, 1995
1995 - I October 26, 1995, as amended Merrill Lynch & Co. October 19, 1995
1995 - J November 21, 1995, as amended J. P. Morgan & Co. November 14, 1995
1996 - A February 28, 1996, as amended Goldman, Sachs & Co. February 21, 1996
1996 - B March 26, 1996 Lehman Brothers March 18, 1996
1996 - C March 27, 1996 Merrill Lynch & Co. March 20, 1996
1996 - D May 1, 1996 Merrill Lynch & Co. April 24, 1996
1996 - E May 21, 1996 J.P. Morgan & Co. May 13, 1996
1996 - F June 25, 1996, as amended
1996 - G July 17, 1996 Lehman Brothers July 10, 1996
1996 - H August 14, 1996 Goldman, Sachs & Co. August 7, 1996
1996 - I September 25, 1996 Class A: Merrill Lynch Bank AG September 20, 1995
1996 - J September 19, 1996 J.P. Morgan & Co. September 12, 1995
1996 - K October 24, 1996 Goldman, Sachs & Co. October 18, 1996
1996 - L December 3, 1996 Salomon Brothers Inc November 19, 1996
1996 - M November 26, 1996 Credit Suisse First Boston November 19, 1996
1997 - A January 30, 1997
1997 - B February 27, 1997 Lehman Brothers February 20, 1997
1997 - C March 26, 1997 Merrill Lynch & Co. March 19,1997
1997 - D May 22, 1997
1997 - E May 8, 1997 J.P. Morgan & Co. April 24, 1997
1997 - F June 18, 1997 Lehman Brothers June 11, 1997
1997 - G June 18, 1997
1997 - H August 6, 1997
1997 - I August 26, 1997 Goldman, Sachs & Co. August 12, 1997
1997 - J September 10, 1997 Lehman Brothers September 4, 1997
1997 - K October 22, 1997 Credit Suisse First Boston October 9, 1997
1997 - L November 13, 1997
1997 - M November 6, 1997 Salomon Brothers Inc October 28, 1997
1997 - N December 9, 1997 Merrill Lynch & Co. November 19, 1997
1997 - O December 23, 1997
1998-A March 18, 1998 J. P. Morgan & Co. March 3, 1998
1998-B April 14, 1998
1998-C June 24, 1998 Salomon Brothers Inc June 10, 1998
</TABLE>
Report of Management on Credit Card Trust Internal
Control
and Pooling and Servicing Agreement Compliance
Credit Card Trust Internal Control
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 pool, listed in Appendix I (the "Trusts and Pool" 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 or the Receivables Purchase
Agreement (the "Agreements") as specified in Appendix I,
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 to the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - 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 Pool are calculated
and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pool are
authorized in accordance with the Agreements.
- - The removals of accounts from the Trusts and Pool are
authorized in accordance with the Agreements.
August 7, 1998
Page 2
Credit Card Trust Internal Control (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pool 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 Pool in relation to
these criteria. Based upon this assessment, the Company
believes that, as of June 30, 1998, its controls over the
functions performed as servicer of the Trusts and Pool 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 Agent 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. Based upon this assessment,
MBNA was in material compliance with the relevant covenants
and conditions of the Agreements identified in Appendix I
for each of the Agreements during the periods specified in
Appendix I. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 7, 1998
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/ Randall J. Black for
VPM____________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
_/s/ Douglas O.
Hart_____________________
Douglas O. Hart
Executive Vice President
<TABLE>
<CAPTION>
Appendix I
PSA Servicing PSA Covenants
Trust PSA/RPA/ Suppl- Compliance AND
RTA Date DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
MBNA Master Credit Card Trust I:
TRUSTEE: Bankers Trust Company
Series 1992-1 9/25/91* 5/29/92* 7/1/97 - 12/16/97 (1)
Series 1992-2 9/25/91* 8/6/92* 7/1/97 - 2/17/98 (1)
Series 1992-3 9/25/91* 11/24/92* 7/1/97 - 6/15/98 (1)
Series 1993-1 9/25/91* 2/25/93* 7/1/97 - 6/30/98 (1)
Series 1993-3 9/25/91* 8/24/93* 7/1/97 - 6/30/98 (1)
Series 1993-4 9/25/91* 12/7/93* 7/1/97 - 6/30/98 (1)
Series 1994-1 9/25/91* 2/25/94* 7/1/97 - 6/30/98 (1)
Series 1994-2 9/25/91* 5/26/94* 7/1/97 - 6/30/98 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94* 8/4/94* 7/1/97 - 6/30/98 (2)
Series 1994-B 8/4/94* 8/18/94* 7/1/97 - 6/30/98 (2)
Series 1994-C 8/4/94* 10/26/94* 7/1/97 - 6/30/98 (2)
Series 1994-D 8/4/94* 10/26/94* 7/1/97 - 11/1/97 (5)
Series 1994-E 8/4/94* 12/15/94* 7/1/97 - 6/30/98 (4)
Series 1995-A 8/4/94* 3/22/95* 7/1/97 - 6/30/98 (2)
Series 1995-B 8/4/94* 5/23/95* 7/1/97 - 6/30/98 (2)
Series 1995-C 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-D 8/4/94* 6/29/95* 7/1/97 - 6/30/98 (3)
Series 1995-E 8/4/94* 8/2/95* 7/1/97 - 6/30/98 (2)
Series 1995-F 8/4/94* 8/30/95* 7/1/97 - 6/30/98 (2)
Series 1995-G 8/4/94* 9/27/95* 7/1/97 - 6/30/98 (2)
Series 1995-H 8/4/94* 9/28/95* 7/1/97 - 6/30/98 (2)
Series 1995-I 8/4/94* 10/26/95* 7/1/97 - 6/30/98 (2)
Series 1995-J 8/4/94* 11/21/95* 7/1/97 - 6/30/98 (2)
Series 1996-A 8/4/94* 2/28/96* 7/1/97 - 6/30/98 (2)
Series 1996-B 8/4/94* 3/26/96 7/1/97 - 6/30/98 (2)
Series 1996-C 8/4/94* 3/27/96 7/1/97 - 6/30/98 (2)
Series 1996-D 8/4/94* 5/1/96 7/1/97 - 6/30/98 (2)
Series 1996-E 8/4/94* 5/21/96 7/1/97 - 6/30/98 (2)
Series 1996-F 8/4/94* 6/25/96* 7/1/97 - 6/30/98 (6)
Series 1996-G 8/4/94* 7/17/96 7/1/97 - 6/30/98 (2)
Series 1996-H 8/4/94* 8/14/96 7/1/97 - 6/30/98 (2)
Series 1996-I 8/4/94* 9/25/96 7/1/97 - 6/30/98 (7)
Series 1996-J 8/4/94* 9/19/96 7/1/97 - 6/30/98 (2)
Series 1996-K 8/4/94* 10/24/96 7/1/97 - 6/30/98 (2)
Series 1996-L 8/4/94* 12/3/96 7/1/97 - 6/30/98 (2)
Series 1996-M 8/4/94* 11/26/96 7/1/97 - 6/30/98 (2)
Series 1997-A 8/4/94* 1/30/97 7/1/97 - 6/30/98 (2)
Series 1997-B 8/4/94* 2/27/97 7/1/97 - 6/30/98 (2)
Series 1997-C 8/4/94* 3/26/97 7/1/97 - 6/30/98 (2)
Series 1997-D 8/4/94* 5/22/97 7/1/97 - 6/30/98 (7)
Series 1997-E 8/4/94* 5/8/97 7/1/97 - 6/30/98 (2)
Series 1997-F 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-G 8/4/94* 6/18/97 6/18/97 - 6/30/98 (2)
Series 1997-H 8/4/94* 8/6/97 8/6/97 - 6/30/98 (7)
Series 1997-I 8/4/94* 8/26/97 8/26/97 - 6/30/98 (2)
Series 1997-J 8/4/94* 9/10/97 9/10/97 - 6/30/98 (2)
Series 1997-K 8/4/94* 10/22/97 10/22/97 - 6/30/98 (2)
Series 1997-L 8/4/94* 11/13/97 11/13/97 - 6/30/98 (7)
Series 1997-M 8/4/94* 11/6/97 11/6/97 - 6/30/98 (2)
Series 1997-N 8/4/94* 12/9/97 12/9/97 - 6/30/98 (2)
Series 1997-O 8/4/94* 2/23/97 12/23/97 - 6/30/98 (2)
Series 1998-A 8/4/94* 3/18/98 3/18/98 - 6/30/98 (2)
Series 1998-B 8/4/94* 4/14/98 4/14/98 - 6/30/98 (7)
Series 1998-C 8/4/94* 6/24/98 6/24/98 - 6/30/98 (2)
MBNA Master Consumer Loan Trust
Series 1997-1 8/4/94* 9/24/97 9/24/97 - 6/30/98 (9)
MBNA Gold Reserve Trust
TRUSTEE: Barclays Bk PLC, NY Branch 12/16/94 N/A 7/1/97 - 6/30/98 (8)
* - Indicates agreement was amended
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 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, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(5) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.05(b)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c), 9(d), 11
(6) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02, 10(c), 10(d), 12
(7) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c), 10(d), 12
(8) 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).
(9) PSA Sections - 2.06, 2.07, 2.08(a), 3.02, 3.04, 3.06(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3, 4.06(a)(i)-(iii) and (v), 4.10, 4.11, 10(c), 10(e).
</TABLE>
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, 1998 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, 1998, 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 25th day of August, 1998.
___/s/David Martini
Name: David Martini
Title: Vice President
Exhibit 99.03
Year 2000 Information
YEAR 2000 PROJECT OVERVIEW. Like most major financial institutions,
MBNA Corporation (the "Corporation") parent corporation to MBNA America
Bank, National Association, which is servicer to the MBNA Master Credit
Card Trust II, is highly dependent upon technology to deliver products
and services to its customers. Credit card transactions and
authorizations require a variety of voice and data networks, and
service providers to operate successfully. Sophisticated computer and
telecommunication systems enable the Corporation to process these
transactions and service customer accounts. Many computer applications
have been written using two digits rather than four to define the
applicable year, and therefore may not recognize a date using "00" as
the Year2000. If proper steps are not taken to address this issue, an
inability of the application to properly process transactions with
dates in the Year 2000 or thereafter could result.
The Corporation began its Year 2000 Project (the "Project") to
address this issue in 1994. The Project is organized into six major
components: Application Software; Infrastructure; Business Unit;
Telecommunication; Desktop Infrastructure; and Readiness Testing. The
Application Software component includes all internally developed and
purchased software used to perform specific business functions. This
portion of the Project encompasses nearly all mission critical
applications, including systems that service and support loans,
deposits, customer service activities, and financial systems. The
Infrastructure component includes the computer hardware and associated
system's software upon which Application Software is run, and includes
Mainframe and Distributed system platforms. The Business Unit component
encompasses application software, developed or acquired, managed
outside the technology area. It also includes all vendor supplied
services and non-technology equipment, such as building operation and
security systems. The Telecommunication component incorporates all
voice and data networking and switching components; voice response
technology; and local, long distance, and international
telecommunication services. The Desktop Infrastructure component
addresses local area network and desktop computing environments and
includes all hardware and software components. The Readiness Testing
component is the final comprehensive integrated test of Application
Software and Infrastructure in a fully Year 2000 compliant environment.
This will include interfaces with major vendors such as MasterCard
International and Visa International.
The Corporation has substantially completed the Application
Software, Infrastructure, Business Unit, Telecommunication, and Desktop
Infrastructure components of the Project. This included the assessment,
renovation, validation and implementation phases. Assessment activities
will continue throughout 1999to minimize overall risk. During 1999, the
Corporation will complete implementation of any newly purchased
software, perform the readiness testing, and finalize contingency
plans.
PROJECT READINESS. The Application Software and Infrastructure, the
most substantial components of the Project, are complete and have been
implemented into production, with the exception of a small number of
purchased software packages. Application Software is extensively tested
for Year 2000 readiness prior to placing it into production. The
Corporation expects that the updates to the remaining purchased
software packages will be implemented by June 30,1999. Business Unit
efforts, which primarily involve work with third-party vendors, are
estimated to be approximately 75% complete. The Corporation's business
units have completed Year 2000 assessments and are in varying stages of
renovation, validation and implementation. Vendors have been contacted
regarding their progress and regular meetings and site visits have
been, and will continue to be, held with critical vendors to evaluate
their progress. Remediation of Business Unit's applications is planned
and on track to be completed by June 30, 1999. The Corporation does not
have significant Year 2000exposure from non-technology equipment.
Internal telecommunication hardware and software upgrades are
substantially completed. The Corporation is actively participating in
various telecommunication forums in order to monitor telecommunication
service provider readiness and to establish interoperability testing
standards.
The Desktop Infrastructure efforts are substantially completed
with final completion expected by March 31, 1999.
A standalone test environment is currently being constructed to
perform extensive final readiness testing. A standalone test
environment is separate from the Corporation's production systems and
thus reduces the risk that testing will disrupt the Corporation's
operations. This environment will include a voice and data network as
well as mainframe, distributed, and desktop computers. All critical
applications will be fully tested in a Year 2000compliant environment
as a final assurance step. Testing within the mainframe environment has
started and is expected to be rolled out to the full environment by
April 1999. Testing will continue through September 1999,incorporating
all critical Year 2000 dates. This environment will be maintained
throughout 1999 in order to allow testing of significant system changes
and newly acquired software.
The Corporation relies on various third-parties to perform
processing services and to supply critical system applications.
Critical third-party provided software applications are being tested
regardless of vendor statements to fitness to ensure Year 2000
compliance. Regular meetings and site visits are being held with
MasterCard International, Visa International and other critical third
party service providers to evaluate and monitor their project status.
COSTS. The total cost associated with required modifications to
become Year2000 compliant is not expected to be material to the
Corporation's consolidated financial position. The estimated total cost
of the Project is expected to be approximately $40 million. Costs
incurred and expensed through December 31,1998 were approximately $20
million. The majority of the remaining cost is associated with
conducting the readiness testing, preparing contingency plans, and
staffing a transition team for early 2000.
RISKS. Because the Corporation's business is highly reliant on
various types of computer technologies, disruptions caused by Year 2000
failures have the potential to have a material impact on the
Corporation's operations, liquidity, and financial condition. Due
primarily to the general uncertainty of the Year2000 readiness of some
third-party providers, at this time the Corporation cannot with
substantial certainty determine whether or not consequences of Year2000
failures will have a material impact on the Corporation's results of
operations, liquidity or financial condition. Based on the current
project status and extensive testing completed and planned, the
Corporation expects any internal Year 2000 system failure will be
handled in the normal course of business and will not have a
significant impact on the Corporation. It is more likely that any
impact will result from a third-party that the Corporation conducts
business with directly or indirectly. A likely worst case scenario
would involve major disruption of the telecommunications network, a
major disruption in the supply of electrical power, failure of one or
more of the primary financial switching networks or, in the United
Kingdom, failure of the primary data servicing provider. Revenues could
be negatively impacted if Year2000 failures prevent the Corporation or
other entities from processing customer transactions and cause
customers to curtail credit card spending for a period of time.
CONTINGENCY PLANS. The Corporation has a standing contingency plan
that addresses various types of business interruptions. This plan is
tested and updated on a regular basis. The Corporation has been and
will continue to develop contingency plans to address possible negative
impacts specific to the Year 2000 problem. Plans are complete and in
place for any critical third-party software application which will not
be Year 2000 compliant. At this time it is not expected that these
plans will need to be implemented. Contingency plans for critical
third-party providers are in varying stages of development. These plans
are expected to be completed by June 30, 1999. The Corporation
maintains a standing contingency plan to address liquidity and capital
needs. A plan specific to Year 2000 implications has been completed.
This plan will continue to be modified as necessary based on identified
or perceived market risks. Efforts are underway in each business unit
to revise existing contingency plans to address specific Year 2000
implications. These plans will continue to be updated throughout 1999
as additional information becomes available regarding specific
identified risks.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. The above disclosure on
Year 2000 issues includes forward-looking statements concerning the
Corporation's future operations, expenses and financial performance.
Such statements are subject to risks and uncertainties that may cause
the Corporation's actual operations and performance to differ
materially from those set forth in such forward-looking statements.
Factors which could cause the Corporation's actual results to differ
materially from those projected by the Corporation include, but are not
limited to, the following: failure of third parties providing software,
telecommunications, data networks, and other products or services to
the Corporation to become Year 2000 compliant; insufficient staff and
other technical resources; unexpected difficulties in implementing
system enhancements; disruptions in the overall consumer credit market
due to Year2000 problems; and disruptions in capital markets due to
Year 2000 problems.
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