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, 1999 333-89755
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-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-E, Series 1996-G,
Series 1996-H, Series 1996-J, Series 1996-K, 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-D, Series 1999-B, Series 1999-D, Series 1999-E, Series 1999-
G, Series 1999-H, Series 1999-I, Series 1999-J,
and Series 1999-M.
Fixed and Floating Rate Asset Backed Certificates
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD
THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
Yes [X] No [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES OF THE REGISTRANT.
The Registrant has no voting stock or class of common stock outstanding
as of the date of this report.
<PAGE>
INTRODUCTORY NOTE
-----------------
MBNA America Bank, National Association (the "Originator") is the
originator, seller, and servicer under the Pooling and Servicing
Agreement (the "Agreement"), dated as of August 4, 1994, and the Series
1994-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-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, Series 1998-J, Series 1999-A, Series 1999-
B, Series 1999-D, Series 1999-E, Series 1999-G, Series 1999-H, Series
1999-I, Series 1999-J, Series 1999-L, and Series 1999-M. Supplements
dated as of 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, 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, October 29, 1998, March 25, 1999,
March 26, 1999, June 3, 1999, July 7, 1999, July 29, 1999, August 18,
1999, September 8, 1999, September 23, 1999, November 5, 1999, and
December 1, 1999 respectively, by and between the Originator and the
trustee, providing for the issuance of the MBNA Master Credit Card Trust
II, 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-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, Series 1998-J, Series 1999-A,
Series 1999-B, Series 1999-D, Series 1999-E, Series 1999-G, Series 1999-
H, Series 1999-I, Series 1999-J, Series 1999-L, and Series 1999-M. Fixed
and Floating Rate Asset Backed Certificates (the "Certificates") and is
the originator of the MBNA Master Credit Card Trust II (the
"Registrant"). The Certificates do not represent obligations of or
interest in the Originator. The Originator has made application
pursuant to Section 12 (h) of the Securities Exchange Act of 1934 for an
exemption from certain reporting requirements. Pursuant to an Order of
the Securities and Exchange Commission dated December 30, 1988 granting
Originator's application, Originator is not required to respond to
various items of Form 10-K. Such items are designated herein as "Not
Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the
Trust
are represented by a single Certificate registered in the name
of
Cede & Co., the nominee of The Depository Trust Company.
Item 6. Selected Financial Data
- ------- -----------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition
and
- ------- Results of Operations
--------------------------------------------------------------
- -
Not Applicable
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk
- -------- ---------------------------------------------
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, 1999. Such direct participants may hold Certificates for
their own accounts or for the accounts of their customers. At December
31, 1999, 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-C---
Class A-Bank of New York (The)-$ 47,647,000-5.48%
- -Bankers Trust Company -93,900,000-10.79%
- -Chase Manhattan Bank-268,175,000-30.82%
- -Deutsche Bank A.G., New York Branch-65,380,000-7.51%
- -State Street Bank and Trust Company-253,930,000-29.19%
Class B-Bankers Trust Company- $ 4,000,000 -8.89%
- -Bank One Trust Company, N.A.-14,000,000-31.11%
- -Chase Manhattan Bank-10,000,000-22.22%
- -Investors Bank & Trust/M.F. Custody-10,000,000-22.22%
- -SSB - Bank Portfolio-7,000,000-15.56%
- ---
Series 1995-A---
Class A-Bank of New York (The)-$ 42,938,000-8.58%
- -Bankers Trust Company-45,100,000-9.02%
- -Boston Safe Deposit and Trust Company-103,350,000-20.66%
- -Chase Manhattan Bank-94,389,000-18.87%
- -Citibank, N.A.-105,000,000-20.99%
- -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)-$ 428,000,000-65.59%
- -Deutsche Bank A.G., New York Branch-50,000,000-7.66%
- -First Union National Bank-50,000,000-7.66%
- -State Street Bank and Trust Company-76,500,000-11.72%
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)-$ 35,980,000-7.19%
- -Bankers Trust Company-38,405,000-7.68%
- -Bank One Trust Company, N.A.-26,700,000-5.34%
- -Boston Safe Deposit and Trust Company-72,463,000-14.49%
- -Chase Manhattan Bank-47,200,000-9.44%
- -Investors Fiduciary Trust Company/SSB-47,115,000-9.42%
- -State Street Bank and Trust Company-100,620,000-20.11%
Class B-Bank One Trust Company, N.A.-$ 25,875,000-100.00%
- ---
Series 1995-D---
Class A-Bank of New York (The)-$ 31,575,000-7.26%
- -Bankers Trust Company-21,800,000-5.01%
- -Chase Manhattan Bank-121,590,000-27.95%
- -Investors Fiduciary Trust Company/SSB-72,050,000-16.56%
- -State Street Bank and Trust Company-43,005,000-9.89%
Class B-Bank One Trust Company, N.A.-$ 22,500,000-100.00%
- ---
Series 1995-E---
Class A-Bank of New York (The)-$ 71,225,000-16.37%
- -Bankers Trust Company-65,000,000-14.94%
- -Boston Safe Deposit and Trust Company-31,750,000-7.30%
- -Chase Manhattan Bank-118,275,000-27.19%
- -Citibank, N.A.-25,400,000-5.84%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-50,000,000-11.49%
- -State Street Bank and Trust Company-24,250,000-5.57%
Class B-Citibank, N.A.-$ 10,000,000-44.44%
- -Bank One Trust Company, N.A.-12,500,000-55.56%
- ---
Series 1995-F---
Class A-Bank of New York (The)-$ 55,330,001-12.16%
- -Chase Manhattan Bank-44,993,000-9.89%
- -Citibank, N.A. -32,230,001-7.08%
- -Investors Bank & Trust/M.F. Custody-25,565,000-5.62%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-31,855,000-7.00%
- -State Street Bank and Trust Company-77,802,000-17.10%
Class B-Chase Manhattan Bank-$ 18,750,000-100.00%
- ---
Series 1995-I---
Class A-Bank of New York (The)-$ 95,815,000-14.68%
- -Chase Manhattan Bank-220,919,000-33.86%
- -Citibank, N.A. -35,050,000-5.37%
- -Investors Fiduciary Trust Company/SSB-84,143,000-12.90%
- -State Street Bank and Trust Company-121,813,000-18.67%
Class B-Bank of New York (The)-$ 10,000,000-29.63%
- -Citibank, N.A.-7,000,000-20.74%
- -Bank One Trust Company, N.A.-16,750,000-49.63%
- ---
Series 1995-J---
Class A-Bankers Trust Company-$ 72,000,000-16.55%
- -Boston Safe Deposit and Trust Company-43,000,000-9.89%
- -Chase Manhattan Bank-139,750,000-32.13%
- -Chase Bank/Greenwich Capital-26,867,000-6.18%
- -Fuji Bank and Trust Company (The)-25,000,000-5.75%
- -State Street Bank and Trust Company-43,020,000-9.89%
- -U.S. Bank National Association- 25,000,000- 5.75%
Class B-Bank One Trust Company, N.A.- $ 22,500,000-100.00%
- ---
Series 1996-A---
Class A-Bank of New York (The)-$ 214,900,000-35.29%
- -Bankers Trust Company-35,000,000-5.75%
- -Boston Safe Deposit and Trust Company-46,900,000-7.70%
- -Chase Manhattan Bank-152,000,000-24.96%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-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-Bank of New York (The)-$ 52,000,000-11.95%
- -Boston Safe Deposit and Trust Company-88,330,000-20.31%
- -Chase Bank of Texas, N.A.-23,000,000-5.29%
- -Chase Manhattan Bank-58,000,000-13.33%
- -Chase Manhattan Bank/FI-TRAC 2-30,500,000-7.01%
- -Citibank, N.A.-40,000,000-9.20%
- -Fuji Bank and Trust Company (The)-25,000,000-5.75%
- -Norwest Bank Minnesota, National Association-31,170,000-7.17%
- -State Street Bank and Trust Company-33,000,000-7.59%
- -U.S. Bank National Association-24,000,000-5.52%
Class B-Boston Safe Deposit and Trust Company-$ 22,500,000-100.00%
- ---
Series 1996-C---
Class A-Bank of New York (The)-$ 282,000,000-64.83%
- -Citibank, N.A.-150,000,000-34.48%
Class B-Brown Brothers Harriman & Co.-$ 2,000,000-8.89%
- -LBI - Lehman Government Securites, Inc.-2,000,000-8.89%
- -State Street Bank and Trust Company-18,500,000-82.22%
- ---
Series 1996-D---
Class A-Bank of New York (The)-$ 165,550,000-19.48%
- -Chase Manhattan Bank-299,235,000-35.20%
- -Deutsche Bank A.G., New York Branch-89,971,000-10.58%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-42,500,000-5.00%
- -State Street Bank and Trust Company-148,314,000-17.45%
Class B-Bank of New York (The)-$ 18,000,000-24.00%
- -Citibank, N.A.-22,000,000-29.33%
- -Deutsche Bank A.G., New York Branch-7,000,000-9.33%
- -Harris Trust & Savings Bank-5,000,000-6.67%
- -Investors Bank & Trust/M.F. Custody -16,000,000-21.33%
- -State Street Bank and Trust Company-4,000,000-5.33%
- ---
Series 1996-E---
Class A-Bank of New York (The)-$ 63,052,000-9.89%
- -Chase Bank of Texas, N.A.-60,000,000-9.41%
- -Chase Manhattan Bank-212,448,000-33.33%
- -Citibank, N.A.-40,645,000-6.38%
- -State Street Bank and Trust Company-197,185,000-30.93%
- -Swiss American Securities Inc.-49,000,000-7.69%
Class B-Bankers Trust Company-$ 28,450,000-50.58%
- -Boston Safe Deposit and Trust Company-15,000,000-26.67%
- -Chase Manhattan Bank-3,000,000-5.33%
- -Citibank, N.A.-2,800,000-4.98%
- -Harris Trust & Savings Bank-5,000,000-8.89%
- ---
Series 1996-G---
Class A-Banque National De Paris, New York Branch-$ 45,000,000-10.59%
- -Boston Safe Deposit and Trust Company-69,500,000-16.35%
- -Chase Manhattan Bank-90,500,000-21.29%
- -Citibank, N.A.-70,000,000-16.47%
- -Harris Trust & Savings Bank-45,000,000-10.59%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-50,000,000-11.76%
- -State Street Bank and Trust Company-35,000,000-8.24%
Class B-Bank of New York (The)-$ 5,000,000-13.33%
- -Bankers Trust Company-27,500,000-73.34%
- -Chase Manhattan Bank-5,000,000-13.33%
- ---
Series 1996-H---
Class A-Bank of New York (The)-$ 141,520,000-13.87%
- -Bankers Trust Company-108,325,000-10.62%
- -Chase Manhattan Bank-121,480,000-11.91%
- -Citibank, N.A.-104,100,000-10.21%
- -Deutsche Bank A.G., New York Branch-93,000,000-9.12%
- -Northern Trust Company (The)-67,185,000-6.59%
- -State Street Bank and Trust Company-210,805,000-20.67%
Class B-Bank of New York (The)-$ 31,550,000-35.06%
- -Bankers Trust Company-37,400,000-41.56%
- -Boston Safe Deposit and Trust Company-6,950,000-7.72%
- -Citibank, N.A.-10,250,000-11.39%
- ---
Series 1996-J---
Class A-Bank of New York (The)-$ 52,805,000-6.21%
- -Boston Safe Deposit and Trust Company-67,725,000-7.97%
- -Chase Manhattan Bank-297,675,000-35.02%
- -Chase Bank/Greenwich Capital-97,350,000-11.45%
- -Citibank, N.A.-63,895,000-7.52%
- -State Street Bank and Trust Company-185,177,000-21.79%
Class B-Chase Manhattan Bank-$ 50,000,000-66.67%
- -Boston Safe Deposit and Trust Company-25,000,000-33.33%
- ---
Series 1996-K---
Class A-Bank of New York (The)-$ 46,290,000-5.45%
- -Boston Safe Deposit and Trust Company-266,846,000-31.39%
- -Chase Manhattan Bank-109,000,000-12.82%
- -Citibank, N.A.-225,000,000-26.47%
- -HSBC Bank USA/Treasury Investment-44,375,000-5.22%
- -State Street Bank and Trust Company-76,879,000-9.04%
Class B-Bank of New York (The)-$ 25,000,000-33.33%
- -Chase Manhattan Bank-50,000,000-66.67%
- ---
Series 1996-M---
Class A-Bankers Trust Company-$ 34,500,000-8.12%
- -Boston Safe Deposit and Trust Company-51,000,000-12.00%
- -Chase Manhattan Bank-114,650,000-26.98%
- -Citibank, N.A.-75,300,000-17.72%
- -Deutsche Bank A.G., New York Branch-46,000,000-10.82%
- -Norwest Bank Minnesota, National Association-30,850,000-7.26%
- -State Street Bank and Trust Company-34,000,000-8.00%
Class B-Bank of New York (The)-$ 27,000,000-72.00%
- -Chase Manhattan Bank-10,500,000-28.00%
- ---
Series 1997-B---
Class A-Bank of New York (The)-$ 126,500,000-14.88%
- -Chase Bank of Texas, N.A.-362,780,000-42.68%
- -Chase Manhattan Bank-145,600,000-17.13%
- -Chase Manhattan Bank Correspondence Clearing Services-68,520,000-8.06%
- -Merrill Lynch, Pierce Fenner & Smith Safekeeping-46,200,000- 5.44%
- -State Street Bank and Trust Company-55,850,000-6.57%
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-Bankers Trust Company-$ 51,000,000- 8.00%
- -Boston Safe Deposit and Trust Company-75,000,000-11.76%
- -Chase Manhattan Bank-146,290,000-22.95%
- -Citibank, N.A.-215,210,000-33.76%
- -State Street Bank and Trust Company-96,000,000-15.06%
Class B-Bankers Trust Company-$ 14,250,000-25.33%
- -Boston Safe Deposit and Trust Company-37,000,000-65.78%
- -Bank One Trust Company, N.A.-5,000,000-8.89%
- ---
Series 1997-E---
Class A-Bank of New York (The)-$ 50,000,000-7.84%
- -Bankers Trust Company- 115,000,000-18.04%
- -Boston Safe Deposit and Trust Company-75,000,000-11.76%
- -Chase Manhattan Bank-38,000,000- 5.96%
- -Citibank, N.A.-76,400,000-11.98%
- -Norwest Bank Minnesota, National Association-35,000,000-5.49%
- -State Street Bank and Trust Company-240,350,000-37.70%
Class B-Brown Brothers Harriman & Co.-$ 5,000,000-8.89%
- -Chase Manhattan Bank-12,000,000-21.33%
- -Bank One Trust Company, N.A.-15,000,000-26.67%
- -Boston Safe Deposit and Trust Company-19,250,000-34.22%
- -State Street Bank and Trust Company-5,000,000-8.89%
- ---
Series 1997-F---
Class A-Bank of New York (The)-$ 48,800,000-8.13%
- -Bankers Trust Company-239,860,000-39.98%
- -Boston Safe Deposit and Trust Company-38,535,000-6.42%
- -Chase Manhattan Bank-37,130,000-6.19%
- -Northern Trust Company (The)-52,990,000-8.83%
- -State Street Bank and Trust Company-40,425,000-6.74%
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%
- -Bank One Trust Company, N.A.-10,000,000-18.87%
- ---
Series 1997-I---
Class A-Bank of New York (The)-$ 103,005,000-16.16%
- -Bankers Trust Company- 119,800,000-18.79%
- -Boston Safe Deposit and Trust Company- 54,095,000-8.49%
- -Chase Manhattan Bank-81,400,000-12.77%
- -Fifth Third Bank/State Teachers Retirement of Ohio-35,070,000-5.50%
- -State Street Bank and Trust Company-33,048,000-5.18%
Class B-Chase Manhattan Bank-$ 34,250,000-60.89%
- -Citibank, N.A.- 7,000,000-12.44%
- -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-$
70,000,000-10.98%
- -Brown Brothers Harriman & Co.-60,000,000-9.41%
- -Chase Manhattan Bank-83,000,000-13.02%
- -Citibank, N.A.-32,950,000-5.17%
- -HSBC Bank USA/Treasury Investment-50,000,000-7.84%
- -Morgan Stanley & Co. Incorporated-34,000,000-5.33%
- -State Street Bank and Trust Company-220,000,000-34.51%
Class B-Bankers Trust Company-$ 15,000,000-26.67%
- -Citibank, N.A.- 5,000,000- 8.89%
- -Boston Safe Deposit and Trust Company-36,250,000-64.44%
- ---
Series 1997-K---
Class A-SSB - Trust Custody-$ 599,500,000-94.04%
Class B-Bankers Trust Company-$ 15,000,000-26.67%
- -Chase Manhattan Bank-20,250,000-35.99%
- -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-$ 143,410,000-22.50%
- -Chase Manhattan Bank-148,300,000-23.26%
- -Harris Trust & Savings Bank-50,000,000-7.84%
- -State Street Bank and Trust Company-235,095,000-36.88%
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-Bank of New York (The)-$ 38,475,000-5.03%
- -Bankers Trust Company-77,845,000-10.18%
- -Boston Safe Deposit and Trust Company-188,290,000- 24.61%
- -Chase Manhattan Bank-43,250,000-5.65%
- -Citibank, N.A.-150,000,000-19.61%
- -State Street Bank and Trust Company-196,365,000-25.67%
Class B-Bank of New York (The)-$ 20,000,000-29.63%
- -Chase Manhattan Bank-25,000,000-37.04%
- -Harris Trust & Savings Bank-21,500,000-31.85%
- ---
Series 1998-A---
Class A-Bankers Trust Company-$ 125,000,000- 19.61%
- -Chase Manhattan Bank-44,185,000-6.93%
- -Citibank, N.A.-32,000,000- 5.02%
- -First Union National Bank-48,600,000- 7.62%
- -State Street Bank and Trust Company-257,370,000-40.37%
Class B-Chase Manhattan Bank-$ 56,250,000-100.00%
- ---
Series 1998-C---
Class A-Bankers Trust Company-$ 95,000,000- 14.90%
- -Chase Manhattan Bank-164,500,000-25.80%
- -State Street Bank and Trust Company-312,300,000-48.99%
Class B-Chase Manhattan Bank-$ 44,750,000- 79.56%
- -Citibank, N.A.-4,000,000-7.11%
- -State Street Bank and Trust Company-7,500,000-13.33%
- ---
Series 1998-D---
Class A-Bank of New York (The)-$ 34,176,000-7.19%
- -Bankers Trust Company-125,926,000-26.51%
- -Bank One Trust Company N.A./Public Employee Retirement-100,000,000-
21.05%
- -Boston Safe Deposit and Trust Company-36,251,000-7.63%
- -Citibank, N.A.-51,180,000-10.77%
- -State Street Bank and Trust Company-31,262,000- 6.58%
Class B-Bank of New York (The)-$ 10,000,000- 23.81%
- -Chase Manhattan Bank-22,000,000-52.38%
- -Fuji Bank and Trust Company (The)-10,000,000-23.81%
- ---
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-$ 50,000,000-11.76%
- -Bank One Trust Co. N.A./Corporate Trust- 25,000,000-5.88%
- -Boston Safe Deposit and Trust Company-88,000,000-20.71%
- -Chase Manhattan Bank- 75,000,000-17.65%
- -Chase Manhattan Bank/FI-TRAC 2-39,000,000-9.18%
- -Citibank, N.A.-31,800,000-7.48%
- -Norwest Bank Minnesota, National Association-29,200,000-6.87%
- -State Street Bank and Trust Company-83,000,000-19.53%
Class B-State Street Bank and Trust Company-$ 37,500,000-100.00%
- ---
Series 1998-G---
Class A-SSB-Trust Custody -$ 637,500,000-100.00%
Class B-Bankers Trust Company-$ 46,250,000-82.22%
- -Bank One Trust Company, N.A.-10,000,000-17.78%
- ---
Series 1998-I---
Class A-Bank of New York (The)-$ 202,000,000-31.69%
- -Chase Manhattan Bank- 77,370,000-12.14%
- -Citibank, N.A.- 53,970,000-8.47%
- -Fuji Bank and Trust Company (The)-50,000,000-7.84%
- -Northern Trust Company (The)-53,060,000-8.32%
- -State Street Bank and Trust Company -132,555,000-20.79%
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)-$ 110,914,000- 16.81%
- -Bankers Trust Company- 49,744,000- 7.54%
- -Bank One Trust Company N.A./Public Employee Retirement-74,610,000-
11.30%
- -Boston Safe Deposit and Trust Company-101,607,000- 15.40%
- -Chase Manhattan Bank-44,395,000- 6.73%
- -Northern Trust Company (The)- 40,973,000- 6.21%
- -State Street Bank and Trust Company - 111,911,000-16.96%
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%
- ---
Series 1999-A---
Class A-Bank of New York (The)-$ 23,160,000- 5.45%
- -Bankers Trust Company- 25,000,000- 5.88%
- -Boston Safe Deposit and Trust Company-85,000,000- 20.00%
- -Chase Manhattan Bank-80,500,000- 18.94%
- -State Street Bank and Trust Company- 150,840,000- 35.49%
- -Swiss American Securities Inc.-25,000,000-5.88%
Class B-Bankers Trust Company-$ 33,850,000- 90.27%
- -Boston Safe Deposit and Trust Company- 2,900,000- 7.73%
- ---
Series 1999-B---
Class A-Bank of New York (The)-$ 87,965,000-13.80%
- -Bankers Trust Company-37,355,000-5.86%
- -Boston Safe Deposit and Trust Company-48,340,000- 7.58%
- -Chase Manhattan Bank-55,101,000- 8.64%
- -Investors Fiduciary Trust Company/SSB- 101,300,000-15.89%
- -State Street Bank and Trust Company-165,693,000-25.99%
Class B-Bank of New York (The)-$ 10,000,000-17.78%
- -Bankers Trust Company-5,000,000-8.89%
- -Chase Manhattan Bank-21,250,000-37.78%
- -Salomon Smith Barney Inc./Salomon Brothers-10,000,000-17.78%
- -State Street Bank and Trust Company- 10,000,000- 17.78%
- ---
Series 1999-D---
Class A-Bank of New York (The)-$ 47,900,000-11.27%
- -Boston Safe Deposit and Trust Company-85,000,000-20.00%
- -Chase Manhattan Bank-50,700,000-11.93%
- -Citibank, N.A.-50,000,000-11.76%
- -Norwest Bank Minnesota, National Association-37,000,000-8.71%
- -Salomon Smith Barney Inc./Salomon Brothers-41,300,000-9.72%
- -State Street Bank and Trust Company-75,000,000-17.65%
- -U.S. Bank National Association-30,000,000-7.06%
Class B-Chase Manhattan Bank-$ 36,000,000-96.00%
- ---
Series 1999-E---
Class A-Bank of New York (The)-$ 101,000,000-11.88%
- -Bankers Trust Company-82,000,000-9.65%
- -Boston Safe Deposit and Trust Company-209,000,000-24.59%
- -Chase Manhattan Bank-157,000,000-18.47%
- -Deutsche Bank A.G., New York Branch-50,000,000-5.88%
- -Northern Trust Company (The)-141,000,000-16.59%
- -State Street Bank and Trust Company-106,000,000-12.47%
Class B-Bank of New York (The)-$ 13,275,000-17.70%
- -Bankers Trust Company-26,000,000-34.67%
- -Boston Safe Deposit and Trust Company-30,325,000-40.43%
- ---
Series 1999-G---
Class A-Bank of New York (The)-$ 32,955,000-5.17%
- -Bankers Trust Company-141,980,000-22.27%
- -Bank One Trust Company N.A./Public Employee Retirement-40,000,000-6.27%
- -Boston Safe Deposit and Trust Company-38,175,000-5.99%
- -Chase Manhattan Bank-49,225,000-7.72%
- -Northern Trust Company (The)-38,170,000-5.99%
- -State Street Bank and Trust Company-141,455,000-22.19%
- -Suntrust Bank/Safekeeping Custodian For STES-34,915,000-5.48%
Class B-Chase Manhattan Bank-$ 13,175,000-23.42%
- -Investors Bank & Trust/M.F. Custody-4,050,000-7.20%
- -Northern Trust Company (The)-6,050,000-10.76%
- -State Street Bank and Trust Company-13,225,000-23.51%
- -Wells Fargo Bank, National Association-6,885,000-12.24%
- ---
Series 1999-H---
Class A-Chase Manhattan Bank-$ 328,000,000-38.59%
- -Citibank, N.A.-240,000,000-28.24%
- -State Street Bank and Trust Company-173,500,000-20.41%
- -Swiss American Securities Inc.-50,000,000-5.88%
Class B-Bankers Trust Company-$ 15,500,000-20.67%
- -Bank of Tokyo-Mitsubishi Trust Company-15,000,000-20.00%
- -Chase Manhattan Bank-18,500,000-24.67%
- -Fuji Bank and Trust Company (The)-20,000,000-26.67%
- ---
Series 1999-I---
Class A-Bank of New York (The)-$ 60,676,000-9.52%
- -Bankers Trust Company-35,261,000-5.53%
- -Boston Safe Deposit and Trust Company-113,803,000-17.85%
- -Chase Manhattan Bank-130,665,000-20.50%
- -Citibank, N.A.-46,750,000-7.33%
- -Northern Trust Company (The)-45,522,000-7.14%
- -SSB - Trust Custody-46,125,000-7.24%
- -State Street Bank and Trust Company-55,497,000-8.71%
Class B-Bank of Tokyo-Mitsubishi Trust Company-$ 20,000,000-35.56%
- -Chase Manhattan Bank-8,070,000-14.35%
- -FUNB - Phila. Main-26,200,000-46.58%
- ---
Series 1999-J---
Class A-Bank of New York (The)-$ 115,564,000-13.60%
- -Bankers Trust Company-66,370,000-7.81%
- -Boston Safe Deposit and Trust Company-57,968,000-6.82%
- -Chase Manhattan Bank-50,755,000-5.97%
- -LBI - Lehman Government Securites Inc. (LBI)-167,759,000-19.74%
- -Northern Trust Company (The)-83,693,000-9.85%
- -State Street Bank and Trust Company-209,592,000-24.66%
Class B-Bank of New York (The)-$ 12,735,000-16.98%
- -Boston Safe Deposit and Trust Company-8,000,000-10.67%
- -Chase Manhattan Bank-26,250,000-35.00%
- -Huntington National Bank-5,350,000-7.13%
- -State Street Bank and Trust Company-15,000,000-20.00%
- ---
Series 1999-L---
Class A-Bank of New York (The)-$ 55,000,000-8.63%
- -Boston Safe Deposit and Trust Company-182,000,000-28.55%
- -Chase Manhattan Bank-58,470,000-9.17%
- -Morgan Stanley & Co. Incorporated-85,000,000-13.33%
- -State Street Bank and Trust Company-55,000,000-8.63%
- -Swiss American Securities Inc.-112,500,000-17.65%
Class B-Bankers Trust Company-$ 36,250,000-64.44%
- -Fuji Bank and Trust Company (The)-20,000,000-35.56%
- ---
Series 1999-M---
Class A-Bank of New York (The)-$ 82,250,000- 19.35%
- -Boston Safe Deposit and Trust Company-34,940,000- 8.22%
- -Chase Manhattan Bank- 28,000,000- 6.59%
- -State Street Bank and Trust Company- 70,041,000- 16.48%
- -Suntrust Bank/Safekeeping Custodian for STES- 143,000,000- 33.65%
Class B-Chase Manhattan Bank-$ 10,000,000- 26.67%
- -Deutsche Bank Securities Inc.-20,000,000-53.33%
- -Wells Fargo Bank, National Association-7,500,000-20.00%
</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 10, 1999 with respect to
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-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, Series 1998-J, Series 1999-A, Series 1999-B, and Series 1999-D.
The Annual Accountant's report with respect to Series 1999-E,
Series 1999-G, Series 1999-H, Series 1999-I, Series 1999-J, Series
1999-L, and Series 1999-M is not required until August 31, 2000.
99.02 Annual Servicer's Certificate dated August 30, 1999 with respect to
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-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, Series 1998-J, Series 1999-A, Series 1999-B, and Series
1999-D.
The Annual Servicer's Certificate with respect to Series 1999-E,
Series 1999-G, Series 1999-H, Series 1999-I, Series 1999-J, Series
1999-L, and Series 1999-M is not required until August 31, 2000.
(b) Three reports on Form 8-K were filed by the registrant for each
month during the quarter ended December 31, 1999. These reports
filed on October 14, 1999, November 12, 1999, and December 14, 1999,
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 27, 2000 By: /s/ Jack Fioravanti
-------------------------------
Jack Fioravanti
Senior Vice President
Ernst & Young LLP
One North Charles
Baltimore, Maryland 21201
Phone: 410 539 7940
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 management of MBNA and
The Bank of New York and should not be referred to or distributed for
any purpose to anyone who is not authorized to receive such information
as specified in the 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.
August 10, 1999
<TABLE>
<CAPTION>
Attachment A (continued)
Series-Pooling and Servicing Agreement
Supplement Date-
PSA Supplement Sections-
Compliance Period-
Lead Underwriter-Date of Underwriting/
Subscription
Agreement
<S>-<C>-<C>-<C>-<C>-<C>
- -----
1997-O-December 23, 1997-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-July 1, 1998 - June 30, 1999--
- -----
1998-A-March 18, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c)
and (d) and 11-July 1, 1998 - June 30, 1999-J.P. Morgan & Co.-March 3,
1998
- -----
1998-B-April 14 , 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
10(c) and (d) and 12-July 1, 1998 - June 30, 1999--
- -----
1998-C-June 24, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c)
and (d) and 11-July 1, 1998 - June 30, 1999-Salomon Brothers Inc
- -June 10, 1998
- -----
1998 - D-July 30, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c)
and (d) and 11-July 30, 1998 - June 30, 1999-Credit Suisse First
Boston-July 22, 1998
- -----
1998 - E -August 11, 1998 -3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-August 11, 1998 - June 30, 1999-Lehman Brothers-
July 29, 1998
- -----
1998 - F -August 26, 1998 -3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-August 26, 1998 - June 30, 1999-Merrill Lynch &
Co.-August 12, 1998
- -----
1998 - G-September 10, 1998 -3(b), 4.05(a)(i)-(iv), 4.09, 4.10,
5.02(a), 9(c) and (d) and 11-September 10, 1998 - June 30, 1999-Credit
Suisse First Boston-September 3, 1998
Attachment A (continued)
Series-Pooling and Servicing Agreement
Supplement Date-
PSA Supplement Sections-
Compliance Period-
Lead Underwriter-Date of Underwriting/
Subscription
Agreement
- -----
1998 - H-September 29, 1998-3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02,
10(c) and (d) and 12-September 29, 1998 - June 30, 1999--
- -----
1998 - I -October 22, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-October 22, 1998 - June 30, 1999-Salomon Smith
Barney-October 16, 1998
- -----
1998 - J-October 29, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-October 29,1998 - June 30, 1999-Goldman, Sachs &
Co.-October 22, 1998
- -----
1998 - K-November 24, 1998-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-November 24, 1998 - June 30, 1999--
- -----
1998 - L-December 22, 1998-3(b), 4.05(a)(i)-(iii), 4.09, 4.10, 5.02,
10(c) and (d) and 12-December 22, 1998 - June 30, 1999--
- -----
1999 - A -March 25, 1999-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-March 25, 1999 - June 30, 1999-Bear, Stearns & Co.
Inc.-March 3, 1999
- -----
1999 - B -March 26, 1999-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a),
9(c) and (d) and 11-March 26, 1999 - June 30, 1999-Lehman Brothers-
March 18, 1999
- -----
1999-C-May 18, 1999-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 10(c)
and (d) and 12-May 18, 1999 - June 30, 1999--
Attachment A (continued)
Series-Pooling and Servicing Agreement
Supplement Date-
PSA Supplement Sections-
Compliance Period-
Lead Underwriter-Date of Underwriting/
Subscription
Agreement
- -----
1999-D-June 3, 1999-3(b), 4.05(a)(i)-(iv), 4.09, 4.10, 5.02(a), 9(c)
and (d) and 11-June 3, 1999 - June 30, 1999-Salomon Smith Barney-May
20, 1999
- -----
- -----
- -----
- -----
</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 10, 1999
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, 1999,
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 10, 1999
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Kenneth A. Vecchione
Kenneth A. Vecchione
Senior Executive Vice President
/s/ Victor P. Manning
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
Douglas O. Hart
Senior Executive Vice President
<TABLE>
<CAPTION>
APPENDIX 1
PSA
SERVICING
PSA/RPA SUPPL.
COMPLIANCE PSA
COVENANTS
TRUST TRUSTEE DATE DATE PERIOD
AND CONDITIONS
<S> <C> <C> <C> <C> <C>
MBNA Master Credit Card Trust Series 1993-1 Bankers Trust Company 9/25/91 2/25/93 7/1/98 - 9/15/98 (1)
MBNA Master Credit Card Trust Series 1993-3 Bankers Trust Company 9/25/91 8/24/93 7/1/98 - 3/15/99 (1)
MBNA Master Credit Card Trust Series 1993-4 Bankers Trust Company 9/25/91 12/7/93 7/1/98 - 6/15/99 (1)
MBNA Master Credit Card Trust Series 1994-1 Bankers Trust Company 9/25/91 2/25/94 7/1/98 - 6/30/99 (1)
MBNA Master Credit Card Trust Series 1994-2 Bankers Trust Company 9/25/91 5/26/94 7/1/98 - 6/30/99 (1)
MBNA Master Credit Card Trust II Series 1994-A Bank of New York 8/4/94 8/4/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-B Bank of New York 8/4/94 8/18/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-C Bank of New York 8/4/94 10/26/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-E Bank of New York 8/4/94 12/15/94 7/1/98 - 6/30/99 (4)
MBNA Master Credit Card Trust II Series 1995-A Bank of New York 8/4/94 3/22/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-B Bank of New York 8/4/94 5/23/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-C Bank of New York 8/4/94 6/29/95 7/1/98 - 6/30/99 (3)
MBNA Master Credit Card Trust II Series 1995-D Bank of New York 8/4/94 6/29/95 7/1/98 - 6/30/99 (3)
MBNA Master Credit Card Trust II Series 1995-E Bank of New York 8/4/94 8/2/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-F Bank of New York 8/4/94 8/30/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-G Bank of New York 8/4/94 9/27/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-H Bank of New York 8/4/94 9/28/95 7/1/98 - 11/16/98 (2)
MBNA Master Credit Card Trust II Series 1995-I Bank of New York 8/4/94 10/26/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-J Bank of New York 8/4/94 11/21/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-A Bank of New York 8/4/94 2/28/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-B Bank of New York 8/4/94 3/26/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-C Bank of New York 8/4/94 3/27/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-D Bank of New York 8/4/94 5/1/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-E Bank of New York 8/4/94 5/21/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-F Bank of New York 8/4/94 6/25/96 7/1/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1996-G Bank of New York 8/4/94 7/17/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-H Bank of New York 8/4/94 8/14/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-I Bank of New York 8/4/94 9/25/96 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1996-J Bank of New York 8/4/94 9/19/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-K Bank of New York 8/4/94 10/24/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-L Bank of New York 8/4/94 12/3/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-M Bank of New York 8/4/94 11/26/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-A Bank of New York 8/4/94 1/30/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-B Bank of New York 8/4/94 2/27/97 7/1/98 - 6/30/99 (2)
PSA
SERVICING
PSA/RPA SUPPL.
COMPLIANCE PSA
COVENANTS
TRUST TRUSTEE DATE DATE PERIOD
AND CONDITIONS
MBNA Master Credit Card Trust II Series 1997-C Bank of New York 8/4/94 3/26/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-D Bank of New York 8/4/94 5/22/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-E Bank of New York 8/4/94 5/8/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-F Bank of New York 8/4/94 6/18/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-G Bank of New York 8/4/94 6/18/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-H Bank of New York 8/4/94 8/6/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-I Bank of New York 8/4/94 8/26/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-J Bank of New York 8/4/94 9/10/97 7/1/98 - 6/30/99 (2)
MBNA Master Consumer Loan Trust Series 1997-1 Bank of New York 8/4/94 9/24/97 7/1/98 - 6/30/99 (8)
MBNA Master Credit Card Trust II Series 1997-K Bank of New York 8/4/94 10/22/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-L Bank of New York 8/4/94 11/13/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-M Bank of New York 8/4/94 11/6/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-N Bank of New York 8/4/94 12/9/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-O Bank of New York 8/4/94 12/23/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-A Bank of New York 8/4/94 3/18/98 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-B Bank of New York 8/4/94 4/14/98 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1998-C Bank of New York 8/4/94 6/24/98 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-D Bank of New York 8/4/94 7/30/98 7/30/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-E Bank of New York 8/4/94 8/11/98 8/11/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-F Bank of New York 8/4/94 8/26/98 8/26/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-G Bank of New York 8/4/94 9/10/98 9/10/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-H Bank of New York 8/4/94 9/29/98 9/29/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1998-I Bank of New York 8/4/94 10/22/98 10/22/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-J Bank of New York 8/4/94 10/29/98 10/29/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-K Bank of New York 8/4/94 11/24/98 11/24/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-L Bank of New York 8/4/94 12/22/98 12/22/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1999-A Bank of New York 8/4/94 3/25/99 3/25/99 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1999-B Bank of New York 8/4/94 3/26/99 3/26/99 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1999-C Bank of New York 8/4/94 5/18/99 5/18/99 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1999-D Bank of New York 8/4/94 6/3/99 6/3/99 - 6/30/99 (2)
- 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) 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>
Ernst & Young LLP
One North Charles
Baltimore, Maryland 21201
Phone: 410 539 7940
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, other matters might have come to our
attention that would have been reported to you.
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.
August 10, 1999
<TABLE>
<CAPTION>
Attachment A
Series-Pooling and Servicing
Agreement Supplement Date-
Monthly Certificates Tested
<S>-<C>-<C>
- --
1994 - A-August 4, 1994, as amended-November 1998, March 1999 and
June 1999
- --
1994 - B-August 18, 1994, as amended-November 1998, March 1999 and
June 1999
- --
1994 - C-October 26, 1994, as amended-November 1998, March 1999 and
June 1999
- --
1994 - E-December 15, 1994, as amended-November 1998, March 1999 and
June 1999
- --
1995 - A-March 22, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1995 - B-May 23, 1995, as amended-November 1998, March 1999 and June
1999
- --
1995 - C-June 29, 1995, as amended-November 1998, March 1999 and June
1999
- --
1995 - D-June 29, 1995, as amended-November 1998, March 1999 and June
1999
- --
1995 - E-August 2, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1995 - F-August 30, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1995 - G-September 27, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1995 - I-October 26, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1995 - J-November 21, 1995, as amended-November 1998, March 1999 and
June 1999
- --
1996 - A-February 28, 1996, as amended-November 1998, March 1999 and
June 1999
- --
1996 - B-March 26, 1996-November 1998, March 1999 and June 1999
- --
1996 - C-March 27, 1996-November 1998, March 1999 and June 1999
- --
1996 - D-May 1, 1996-November 1998, March 1999 and June 1999
Attachment A (continued)
Series-Pooling and Servicing
Agreement Supplement Date-
Monthly Certificates Tested
- --
1996 - E-May 21, 1996-November 1998, March 1999 and June 1999
- --
1996 - F-June 25, 1996, as amended-November 1998, March 1999 and June
1999
- --
1996 - G-July 17, 1996-November 1998, March 1999 and June 1999
- --
1996 - H-August 14, 1996-November 1998, March 1999 and June 1999
- --
1996 - I-September 25, 1996-November 1998, March 1999 and June 1999
- --
1996 - J-September 19, 1996-November 1998, March 1999 and June 1999
- --
1996 - K-October 24, 1996-November 1998, March 1999 and June 1999
- --
1996 - L-December 3, 1996-November 1998, March 1999 and June 1999
- --
1996 - M-November 26, 1996-November 1998, March 1999 and June 1999
- --
1997 - A-January 30, 1997-November 1998, March 1999 and June 1999
- --
1997 - B-February 27, 1997-November 1998, March 1999 and June 1999
- --
1997 - C-March 26, 1997-November 1998, March 1999 and June 1999
- --
1997 - D-May 22, 1997-November 1998, March 1999 and June 1999
- --
1997 - E-May 8, 1997-November 1998, March 1999 and June 1999
- --
1997 - F-June 18, 1997-November 1998, March 1999 and June 1999
- --
1997 - G-June 18, 1997-November 1998, March 1999 and June 1999
- --
1997 - H-August 6, 1997-November 1998, March 1999 and June 1999
- --
Attachment A (continued)
Series-Pooling and Servicing
Agreement Supplement Date-
Monthly Certificates Tested
- --
1997 - I-August 26, 1997-November 1998, March 1999 and June 1999
- --
1997 - J-September 10, 1997-November 1998, March 1999 and June 1999
- --
1997 - K-October 22, 1997-November 1998, March 1999 and June 1999
- --
1997 - L-November 13, 1997-November 1998, March 1999 and June 1999
- --
1997 - M-November 6, 1997-November 1998, March 1999 and June 1999
- --
1997 - N-December 9, 1997-November 1998, March 1999 and June 1999
- --
1997 - O-December 23, 1997-November 1998, March 1999 and June 1999
- --
1998 - A-March 18, 1998-November 1998, March 1999 and June 1999
- --
1998 - B-April 14, 1998-November 1998, March 1999 and June 1999
- --
1998 - C-June 24, 1998-November 1998, March 1999 and June 1999
- --
1998 - D-July 30, 1998 -November 1998, March 1999 and June 1999
- --
1998 - E-August 11, 1998-November 1998, March 1999 and June 1999
- --
1998 - F-August 26, 1998-November 1998, March 1999 and June 1999
- --
1998 - G-September 10, 1998-November 1998, March 1999 and June 1999
- --
1998 - H-September 29, 1998-November 1998, March 1999 and June 1999
- --
1998 - I-October 22, 1998-November 1998, March 1999 and June 1999
- --
1998 - J -October 29, 1998-November 1998, March 1999 and June 1999
- --
Attachment A (continued)
Series-Pooling and Servicing
Agreement Supplement Date-
Monthly Certificates Tested
- --
1998 - K-November 24, 1998-March 1999 and June 1999
- --
1998 - L-December 22, 1998-March 1999 and June 1999
- --
1999 - A-March 25, 1999-June 1999
- --
1999- B-March 26, 1999-June 1999
- --
1999- C-May 18, 1999-June 1999
</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, 1999, in providing
reasonable assurance that Trust assets are safeguarded against loss from
unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the
Pooling and Servicing Agreement dated as of 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, 1999, in providing reasonable assurance that
Trust assets are safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance with
management's authorization in conformity with the Agreements, between
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 management of MBNA and
The Bank of New York and should not be referred to or distributed for
any purpose to anyone who is not authorized to receive such information
as specified in the 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.
August 10, 1999
August 10, 1999
Ernst & Young LLP
One North Charles
Baltimore, Maryland 21201
Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance
In connection with your attestation engagements relating to our
assertions on (1) the effectiveness of 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") as
of June 30, 1999, and (2) compliance by MBNA with the covenants and
conditions of certain sections of 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 and the respective Trustees or Agent, and in
connection with your agreed upon procedures engagement relating to the
amounts in the "mathematical calculations" set forth in the monthly
certificates or settlement reports prepared by MBNA pursuant to
subsections 3.04(b) or 7.05(b) of the Agreements as applicable, for the
periods specified in Appendix I , we recognize that obtaining
representations from us concerning the information contained in this
letter is a significant procedure in enabling you to form an opinion
about whether our assertions are fairly stated in all material respects
and in performing the specific agreed upon procedures. Accordingly, we
make the following representations with respect to these engagements
which are true to our knowledge.
Controls Over the Functions Performed as Servicer of the Trusts
We acknowledge that, as members of management, we are responsible for
establishing and maintaining effective controls over the functions
performed as servicer of the Trusts and Pool that provide reasonable
assurance to management and the 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 Agreements and are recorded
properly to permit the preparation of required financial reports.
Management has determined that the objectives of our 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.
Ernst & Young LLP
August 10, 1999
Page 2
? 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.
? 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.
Management has performed an assessment of MBNA's controls over the
functions performed as servicer of the Trusts and Pool in relation to
these criteria. Based upon this assessment, we believe that, as of June
30, 1999, the 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 Trustee and Agent and are recorded properly to
permit the preparation of the required financial reports.
The criteria against which we measured our assertion, as specified
above, are sufficiently clear and comprehensive for a knowledgeable user
of the report to be able to understand them.
We are not aware of any material instances of fraud or any other
instances of fraud that, although not material, involve management or
other employees who have a significant role in the controls over the
functions performed as servicer of the Trusts and Pool.
Ernst & Young LLP
August 10, 1999
Page 3
To our knowledge there are no significant deficiencies in the design or
operation of the controls that could adversely affect MBNA's ability to
safeguard Trust and Pool assets against loss, execute transactions in
accordance with management's authority in conformity with the applicable
Agreements and prepare the required financial reports.
We have made available to you all minutes (or summaries when minutes are
not available) of meetings of the board of directors of MBNA America
Bank N.A., and its committees.
We have made available to you all reports of examination from regulatory
agencies. To our knowledge there were no situations of noncompliance
with or deficiencies in controls communicated by any regulatory agencies
which would preclude achievement of any of the criteria noted above.
No matters or occurrences, including those which may be communicated by
regulatory agencies, have come to our attention up to the date of this
letter that might significantly change or affect the controls over the
functions performed as servicer of the Trusts, including any corrective
actions taken (or that may be taken) by management regarding significant
deficiencies.
Compliance with Covenants and Conditions of the Agreements
We acknowledge that we are responsible for complying with the covenants
and conditions of the Agreements. We are also responsible for
establishing and maintaining an effective internal control over
compliance with the covenants and conditions of the Agreements. We have
performed an evaluation of MBNA's compliance with the relevant covenants
and conditions of the Agreements identified in Appendix I for each of
the Agreements, for the periods specified in Appendix I. Our evaluation
assumed the accuracy of reports prepared by MBNA's bank card processor
and did not extend to the relevant aspects of MBNA's compliance that are
the responsibility of the bank card processor. Our evaluation indicated
that 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. No instances of
material non-compliance were noted.
We have made available to your representatives all documentation related
to compliance with the specified requirements of the Agreements.
We have received no communications from internal auditors or other
parties concerning possible non-compliance with the covenants and
conditions of the Agreements including communications received between
June 30, 1999 and the date of this letter.
To our knowledge there have been no instances of non-compliance between
June 30, 1999 and the date of this letter. No events or transactions
have occurred since June 30, 1999 or are pending that would have an
effect on the compliance with the covenants and conditions of the
Agreements identified in Appendix I at that date or for the periods
specified in Appendix I.
Ernst & Young LLP
August 10, 1999
Page 4
There have been no instances of fraud involving management or employees
who have significant roles in internal control over compliance with the
covenants and conditions of the Agreements identified in Appendix I.
There has been no instances of fraud involving other employees that
could have a material effect on compliance with the covenants and
conditions of the Agreements identified in Appendix I.
Agreed Upon Procedures Applied to Monthly Certificates or Settlement
Reports
We acknowledge that, as members of management, we are responsible for
preparing the monthly certificates or settlement reports pursuant to the
applicable sections of the Agreements.
We have made available to your representatives all documentation related
to the monthly certificates or settlement reports for the periods
specified in Appendix I.
We understand that your examinations were made, and your agreed upon
procedures engagement was conducted, in accordance with standards
established by the American Institute of Certified Public Accountants
and were therefore, designed primarily for the purpose of expressing
opinions on whether our assertions regarding (1) the effectiveness of
the controls over the functions performed as servicer of the Trusts and
Pool and (2) our compliance with the covenants and conditions of certain
sections of the Agreements were fairly stated, in all material respects,
based on the specified criteria. We further understand that your tests
of our records and other procedures were limited to those that you
considered necessary for that purpose. We understand that an agreed
upon procedures engagement is substantially less in scope than an
examination, the objective of which is the expression of an opinion on
the amounts in the "mathematical calculations" set forth in the monthly
certificates or settlement reports. We also understand that the
sufficiency of the procedures performed in your agreed upon procedures
engagement is solely the responsibility of the specified users of the
report.
Ernst & Young LLP
August 10, 1999
Page 5
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Kenneth A. Vechionne
Kenneth A. Vecchione
Senior Executive Vice President
/s/ Victor P. Manning
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
Douglas O. Hart
Senior Executive Vice President
<TABLE>
<CAPTION>
APPENDIX 1
PSA
SERVICING
PSA/RPA SUPPL.
COMPLIANCE PSA
COVENANTS
TRUST TRUSTEE DATE DATE PERIOD
AND CONDITIONS
<S> <C> <C> <C> <C> <C>
MBNA Master Credit Card Trust Series 1993-1 Bankers Trust Company 9/25/91 2/25/93 7/1/98 - 9/15/98 (1)
MBNA Master Credit Card Trust Series 1993-1 Bankers Trust Company 9/25/91 2/25/93 7/1/98 - 9/15/98 (1)
MBNA Master Credit Card Trust Series 1993-3 Bankers Trust Company 9/25/91 8/24/93 7/1/98 - 3/15/99 (1)
MBNA Master Credit Card Trust Series 1993-4 Bankers Trust Company 9/25/91 12/7/93 7/1/98 - 6/15/99 (1)
MBNA Master Credit Card Trust Series 1994-1 Bankers Trust Company 9/25/91 2/25/94 7/1/98 - 6/30/99 (1)
MBNA Master Credit Card Trust Series 1994-2 Bankers Trust Company 9/25/91 5/26/94 7/1/98 - 6/30/99 (1)
MBNA Master Credit Card Trust II Series 1994-A Bank of New York 8/4/94 8/4/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-B Bank of New York 8/4/94 8/18/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-C Bank of New York 8/4/94 10/26/94 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1994-E Bank of New York 8/4/94 12/15/94 7/1/98 - 6/30/99 (4)
MBNA Master Credit Card Trust II Series 1995-A Bank of New York 8/4/94 3/22/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-B Bank of New York 8/4/94 5/23/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-C Bank of New York 8/4/94 6/29/95 7/1/98 - 6/30/99 (3)
MBNA Master Credit Card Trust II Series 1995-D Bank of New York 8/4/94 6/29/95 7/1/98 - 6/30/99 (3)
MBNA Master Credit Card Trust II Series 1995-E Bank of New York 8/4/94 8/2/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-F Bank of New York 8/4/94 8/30/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-G Bank of New York 8/4/94 9/27/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-H Bank of New York 8/4/94 9/28/95 7/1/98 - 11/16/98 (2)
MBNA Master Credit Card Trust II Series 1995-I Bank of New York 8/4/94 10/26/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1995-J Bank of New York 8/4/94 11/21/95 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-A Bank of New York 8/4/94 2/28/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-B Bank of New York 8/4/94 3/26/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-C Bank of New York 8/4/94 3/27/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-D Bank of New York 8/4/94 5/1/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-E Bank of New York 8/4/94 5/21/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-F Bank of New York 8/4/94 6/25/96 7/1/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1996-G Bank of New York 8/4/94 7/17/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-H Bank of New York 8/4/94 8/14/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-I Bank of New York 8/4/94 9/25/96 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1996-J Bank of New York 8/4/94 9/19/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-K Bank of New York 8/4/94 10/24/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-L Bank of New York 8/4/94 12/3/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1996-M Bank of New York 8/4/94 11/26/96 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-A Bank of New York 8/4/94 1/30/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-B Bank of New York 8/4/94 2/27/97 7/1/98 - 6/30/99 (2)
PSA
SERVICING
PSA/RPA SUPPL.
COMPLIANCE PSA
COVENANTS
TRUST TRUSTEE DATE DATE PERIOD
AND CONDITIONS
MBNA Master Credit Card Trust II Series 1997-C Bank of New York 8/4/94 3/26/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-D Bank of New York 8/4/94 5/22/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-E Bank of New York 8/4/94 5/8/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-F Bank of New York 8/4/94 6/18/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-G Bank of New York 8/4/94 6/18/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-H Bank of New York 8/4/94 8/6/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-I Bank of New York 8/4/94 8/26/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-J Bank of New York 8/4/94 9/10/97 7/1/98 - 6/30/99 (2)
MBNA Master Consumer Loan Trust Series 1997-1 Bank of New York 8/4/94 9/24/97 7/1/98 - 6/30/99 (8)
MBNA Master Credit Card Trust II Series 1997-K Bank of New York 8/4/94 10/22/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-L Bank of New York 8/4/94 11/13/97 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1997-M Bank of New York 8/4/94 11/6/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-N Bank of New York 8/4/94 12/9/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1997-O Bank of New York 8/4/94 12/23/97 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-A Bank of New York 8/4/94 3/18/98 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-B Bank of New York 8/4/94 4/14/98 7/1/98 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1998-C Bank of New York 8/4/94 6/24/98 7/1/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-D Bank of New York 8/4/94 7/30/98 7/30/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-E Bank of New York 8/4/94 8/11/98 8/11/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-F Bank of New York 8/4/94 8/26/98 8/26/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-G Bank of New York 8/4/94 9/10/98 9/10/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-H Bank of New York 8/4/94 9/29/98 9/29/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1998-I Bank of New York 8/4/94 10/22/98 10/22/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-J Bank of New York 8/4/94 10/29/98 10/29/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-K Bank of New York 8/4/94 11/24/98 11/24/98 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1998-L Bank of New York 8/4/94 12/22/98 12/22/98 - 6/30/99 (6)
MBNA Master Credit Card Trust II Series 1999-A Bank of New York 8/4/94 3/25/99 3/25/99 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1999-B Bank of New York 8/4/94 3/26/99 3/26/99 - 6/30/99 (2)
MBNA Master Credit Card Trust II Series 1999-C Bank of New York 8/4/94 5/18/99 5/18/99 - 6/30/99 (7)
MBNA Master Credit Card Trust II Series 1999-D Bank of New York 8/4/94 6/3/99 6/3/99 - 6/30/99 (2)
- 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) 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).
2
</TABLE>
EXHIBIT 99.02
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, 1999 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 except as set forth in
paragraph 6 below. No material default in the performance of such
obligations has occurred or is continuing.
6. On August 1, 1999, financing statement 9410483, relating to
the grant of security for interchange and proceeds for Series 1994-A and
the grant of a security interest to the Master Credit Card Trust II (the
"Master Trust") for the original accounts and receivables, lapsed
without being renewed. On August 16, 1999, financing statement 9411277,
relating to the grant of security for interchange and proceeds for
Series 1994-B lapsed without being renewed. This was discovered on
August 27, 1999, during the due diligence process to deliver the annual
Servicer's Certificate as required by the Pooling and Servicing
Agreement. The lien and grant of security interest was reestablished on
August 30, 1999 with additional filings, securing the accounts and
receivables for the Master Trust. The Master Trust currently has a
first priority perfected security interest in the accounts and
receivables in the Master Trust and for the interchange and proceeds, as
evidenced by the UCC records. The Servicer and the Issuer have added
additional review procedures and will engage outside counsel to monitor
the UCC records relating to the Master Trust to prevent any future lapse
of a filing statement for an active series or for the Master Trust.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 30th day of August, 1999.
/S/ Christopher A. Halmy
Name: Christopher A. Halmy
Title: Vice President
