SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: COMMISSION FILE
NUMBER:
December 31, 1997 33-47934, 33-49850,
33-54462,
33-57988, 33-
64244
MBNA AMERICA BANK, NATIONAL ASSOCIATION,
ON BEHALF OF
MBNA MASTER CREDIT CARD TRUST
(Issuer in respect of the MBNA Master Credit Card Trust
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, Series 1992-1 (File No. 33-47934),
Series 1992-2 (File No. 33-49850), Series 1992-3 (File No. 33-
54462), Series 1993-1 (File No. 33-57988), Series 1993-3, Series
1993-4, Series 1994-1 and Series 1994-2 (File No. 33-64244) 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 September 25, 1991, and
the Series 1992-1 (File No. 33-47934), Series 1992-2 (file No. 33-
49850), Series 1992-3 (File No. 33-54462), Series 1993-1 (File
No. 33-57988), Series 1993-3, Series 1993-4, Series 1994-1 and
Series 1994-2 (File No. 33-64244) Supplements dated as of May 29,
1992, August 6, 1992, November 24, 1992, February 25, 1993,
August 24, 1993, December 7, 1993, February 25, 1994, and May 26,
1994, respectively, by and between the Originator and the
trustee, providing for the issuance of the MBNA Master Credit
Card Trust, Series 1992-1 (File No. 33-47934), Series 1992-2
(File No. 33-49850), Series 1992-3 (File No. 33-54462), Series
1993-1 (File No. 33-57988), Series 1993-3, Series 1993-4, Series
1994-1 and Series 1994-2 (File No. 33-64244) Floating and Fixed
Rate Asset Backed Certificates (the "Certificates") and is the
originator of the MBNA Master Credit Card Trust (the
"Registrant"). The Certificates do not represent obligations of
or interest in the Originator. The Originator has made
application pursuant to Section 12 (h) of the Securities Exchange
Act of 1934 for an exemption from certain reporting requirements.
Pursuant to an Order of the Securities and Exchange Commission
dated December 30, 1988 granting Originator's application,
Originator is not required to respond to various items of Form 10-
K. Such items are designated herein as "Not Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the
Trust are represented by a single Certificate registered
in the name of Cede & Co., the nominee of The Depository
Trust Company.
To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
Item 6. Selected Financial Data
- ------- -----------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and
- ------- Results of Operations
-------------------------------------------------------
- --------
Not Applicable
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Not Applicable
Item 9. Changes In And Disagreements With Accountants On
Accounting
- ------- And Financial Disclosure.
-------------------------------------------------------
- ----
None
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Not Applicable
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
PART III
--------
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
- -------- -------------------------------------------------------
- -------
(a) The Certificates of each Series representing investors'
interests in the Trust are represented by one or more
Certificates registered in the name of Cede & Co., the nominee of
The Depository Trust Company ("DTC"), and an investor holding an
interest in the Trust is not entitled to receive a Certificate
representing such interest except in certain limited
circumstances. Accordingly, Cede & Co. is the sole holder of
record of Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at
December 31, 1997. Such direct participants may hold
Certificates for their own accounts or for the accounts of their
customers. At December 31, 1997, the following direct DTC
participants held positions in Certificates representing
interests in the Trust equal to or exceeding 5% of the total
principal amount of the Certificates of each Series outstanding
on that date:
<TABLE>
<CAPTION>
Aggregate
Amount of Percen
tage
Title Certificates Of
Class Name Held Owners
hip
- ---------------- -------------------------------------- ------------- ------
- ------ -- ------
<S> <C> <C> <C>
Series 1992-2 Bank of New York (The) $138,497,000 27.70%
(File No. 33- Bankers Trust Company 78,820,000 15.76%
49850)
Chase Manhattan Bank 98,900,000 19.78%
Chase Manhattan Bank/Chemical 28,425,000 5.69%
Series 1992-3 Bank of New York (The) $132,025,000 26.41%
(File No. 33- Chase Manhattan Bank 153,800,000 30.76%
54462)
Chase Manhattan Bank Correspondence 30,000,000 6.00%
Clearance Services
Chase Manhattan Bank/Chemical 60,500,000
12.10%
Fuji Bank and Trust Company (The) 27,000,000
5.40%
Series 1993-1 Bank of New York (The) $ 49,930,000 6.66%
(File No. 33- Bankers Trust Company 64,850,000 8.65%
57988)
Chase Manhattan Bank 264,760,000 35.30%
Citibank, N.A. 101,000,000 13.47%
SSB - Custodian 142,425,000 18.99%
Series 1993-3 Bank of New York (The) $ 82,565,000 11.01%
(File No. 33- Chase Manhattan Bank 213,605,000 28.48%
64244)
Citibank, N.A. 40,605,000 5.41%
Investors Fiduciary Trust Company/SSB 124,680,000 16.62%
SSB - Custodian 124,530,000 16.60%
Series 1993-4 Bank of New York (The) $516,630,000 51.66%
(File No. 33- Boston Safe Deposit and Trust Company 66,255,000 6.63%
64244)
Chase Manhattan Bank 184,940,000 18.49%
Chase Manhattan Bank/Chemical 52,700,000 5.27%
Series 1994-1 Bank of New York (The) $ 84,300,000 11.24%
(File No. 33- Bankers Trust Company 74,765,000 9.97%
64244)
Brown Brothers Harriman & Co. 51,000,000 6.80%
Chase Manhattan Bank 73,340,000 9.78%
Chase Manhattan Bank/Chemical 44,700,000 5.96%
Investors Fiduciary Trust Company/SSB 41,000,000 5.47%
Prudential Securities Custody 153,366,000 20.45%
SSB - Custodian 98,409,000 13.12%
Series 1994-2 Bank of New York (The) $129,500,000 14.39%
(File No. 33- Chase Manhattan Bank 461,605,000 51.29%
64244)
Citibank, N.A. 51,750,000 5.75%
SSB - Custodian 109,000,000 12.11%
</TABLE>
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
None
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, And Reports On
Form 8-K
- -------- -------------------------------------------------------
- ---------
(a) The following documents are filed as part of this
Report:
3. Exhibits:
99.01 Annual Accountant's report dated August 6, 1997
with respect to Series 1991-1 (File No. 33-41850),
Series 1992-1 (File No. 33-47934), Series 1992-2 (File
No 33-49850), Series 1992-3 (File No 33-54462), Series
1993-1 (File No 33-57988), Series 1993-2 (File No. 33-
63684), Series 1993-3 (File No. 33-64244), Series 1993-
4 (File No. 33-64244), Series 1994-1 (File No. 33-
64244) and Series 1994-2 (File No. 33-64244).
99.02 Annual Servicers Certificate dated August 6,
1997 with respect to Series 1991-1 (File No. 33-41850),
Series 1992-1 (File No. 33-47934), Series 1992-2 (File
No 33-49850), Series 1992-3 (File No 33-54462), Series
1993-1 (File No 33-57988), Series 1993-2 (File No. 33-
63684), Series 1993-3 (File No. 33-64244), Series 1993-
4 (File No. 33-64244), Series 1994-1 (File No. 33-
64244) and Series 1994-2 (File No. 33-64244).
(b) Three reports on Form 8-K were filed by the registrant
for each month
during the quarter ended December 31, 1997. This report
included the
following:
Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
(c) See item 14(a) (3) above.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MBNA America Bank, National
Association
As originator of Trust
Registrant
Date: March 27, 1998 By: /s/ Bruce Crescenzo
--------------------------
- ------
Bruce Crescenzo
Vice President
Independent Accountant's Report
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have examined management's assertion that MBNA America
Bank, N.A. ("MBNA" or "the Company"), a wholly owned
subsidiary of MBNA Corporation complied with the covenants
and conditions of sections 2.05(e), 2.06, 2.07, 2.08(a),
3.02, 3.04(a) and (b), 3.06(b), 4.02(a) and 4.03(a) and (c)
of the Pooling and Servicing Agreement dated as of September
25, 1991 ("Agreement") and sections 3(b), 4.04(a)(i),
4.04(b), 4.05, 4.06, 5.02(a), 9(c), (d) and (f) and 11 of
the applicable Series' Pooling and Servicing Agreement
Supplement ("Agreement Supplements"), specified in
Attachment A, between MBNA and Bankers Trust Company,
during the compliance periods specified in Attachment A.
This assertion is included in the accompanying report by
management titled, "Report of Management on Credit Card
Trust Internal Control and Pooling and Servicing Agreement
Compliance" (the "Report"). Management is responsible for
MBNA's compliance with those requirements. Our
responsibility is to express an opinion on management's
assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included examining, on a test
basis, evidence about MBNA's compliance with those
requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination of
MBNA's compliance with specified requirements.
As discussed in the Report, management in providing its
assertion on compliance assumed the accuracy of the reports
prepared by MBNA's bank card processor and did not extend
its assessment to the relevant aspects of MBNA's compliance
that are the responsibility of the bank card processor.
Accordingly, and in accordance with Section 3.06(a) of the
Agreement, our examination did not extend to those aspects
of MBNA's compliance that are the responsibility of the bank
card processor and we do not express an opinion or any other
form of assurance on those compliance aspects.
In our opinion, management's assertion that MBNA was in
compliance with the covenants and conditions of the sections
in the Agreement and the applicable Agreement Supplement,
referred to above, during the compliance periods specified
in Attachment A, is fairly stated, in all material respects.
This report is intended solely for the use of the board of
directors and management of MBNA and should not be referred
to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the
Agreement or in the applicable Series' Underwriting
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 and
its distribution is not limited.
Ernst & Young
August 6, 1997
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C> <C>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting
Series Supplement Date Compliance Period Agreement
1991 - 1 September 25, 1991 July 1, 1996 - April 16, 1997 Merrill Lynch & Co. September 18, 1991
1992 - 1 May 29, 1992 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. May 21, 1992
1992 - 2 August 6, 1992 July 1, 1996 - June 30, 1997 Shearson Lehman Brothers Inc. July 30, 1992
1992 - 3 November 24, 1992 July 1, 1996 - June 30, 1997 The First Boston Corporation November 18, 1992
1993 - 1 February 25, 1993 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. February 18, 1993
1993 - 2 June 15, 1993 July 1, 1996 - January 15, 199 The First Boston Corporation June 8, 1993
1993 - 3 August 24, 1993 July 1, 1996 - June 30, 1997 J.P. Morgan Securities Inc. August 16, 1993
1993 - 4 December 7, 1993 July 1, 1996 - June 30, 1997 Lehman Brothers Inc. November 30, 1993
1994 - 1 February 25, 1994 July 1, 1996 - June 30, 1997 CS First Boston Corporation February 17, 1994
1994 - 2 May 26, 1994 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. May 19, 1994
</TABLE>
Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance
Control Structure Policies and Procedures
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's Credit Card Trusts
and Pools, listed on Appendix I (the "Trusts and Pools" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements, Receivables Purchase
Agreement or Receivables Transfer Agreement (the
"Agreements") as applicable, between MBNA as seller and
owner/servicer and the applicable Trustee or Agent (specific
Agreements and Trustees or Agent are listed in Appendix I)
and are recorded properly to permit the preparation of the
required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect of the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pools are
calculated and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pools are
authorized in accordance with the Agreements.
- - The removal of accounts from the Trusts and Pools are
authorized in accordance with the Agreements.
August 6, 1997
Page 2
Control Structure Policies and Procedures (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pools are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pools in relation to
these criteria. This assessment assumed the accuracy of
reports prepared by MBNA's bank card processor and did not
extend to the controls of MBNA's bank card processor. Based
upon this assessment, the Company believes that, as of June
30, 1997, its controls over the functions performed as
servicer of the Trusts and Pools are effective in providing
reasonable assurance that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
Agreements between MBNA and the applicable Trustees and
Agents and are recorded properly to permit the preparation
of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the agreements. In performing this
assessment, the Company assumed the accuracy of reports
prepared by MBNA's bank card processor and did not extend
its assessment to the relevant aspects of MBNA's compliance
that are the responsibility of the bank card processor.
Based upon this assessment, MBNA was in material compliance
with the relevant covenants and conditions identified in
Appendix I for each agreement for the period specified in
the Appendix. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 6, 1997
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
_______________________________
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Thomas D. Wren
_______________________________
Thomas D. Wren
Senior Executive Vice President and Treasurer
/s/ Victor P. Manning
________________________________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
________________________________
Douglas O. Hart
Executive Vice President
Independent Accountant's Report
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have performed the procedures enumerated below, which
were agreed to by MBNA America Bank, N.A. ("MBNA") and
Bankers Trust Company, solely to assist you with respect to
the monthly certificates for each series (as specified in
Attachment A) in the MBNA Master Credit Card Trust
("Trust"), prepared by MBNA pursuant to subsection 3.04(b)
of the Pooling and Servicing Agreement dated as of September
25, 1991 ("Agreement") between MBNA and Bankers Trust
Company, 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
Bankers Trust Company. Consequently, we make no
representation regarding the sufficiency of the procedures
described below either for the purpose for which this report
has been requested or for any other purpose.
Our procedures were as follows: We compared the amounts in
the "mathematical calculations" set forth in the monthly
certificates for each series in the Trust, for the periods
noted in Attachment A, prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement with reports prepared by
MBNA's bank card processor or MBNA, which were the source of
such amounts.
As a result of the procedures performed we noted that in all
instances the amounts in the "mathematical calculations" set
forth in the monthly certificates for each series in the
Trust, for the periods noted in Attachment A, were in
agreement with reports prepared by MBNA's bank card
processor or MBNA.
We were not engaged to, and did not, perform an audit, the
objective of which would be the expression of an opinion on
the monthly certificates for each series in the Trust,
prepared by MBNA pursuant to subsection 3.04(b) of the
Agreement or on the reports prepared by MBNA's bank card
processor or MBNA. Accordingly, we do not express such an
opinion. Had we performed additional procedures with
respect to the monthly certificates prepared by MBNA
pursuant to subsection 3.04(b) of the Agreement and the
reports prepared by MBNA's bank card processor and MBNA,
which were the source of such amounts, other matters might
have come to our attention that would have been reported to
you. This report relates only to the comparison of the
amounts in the mathematical calculations specified above and
does not extend to any financial statements of MBNA taken as
a whole.
This report is intended solely for the use of the specified
users listed above and should not be used by those who have
not agreed to the 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 and its distribution is not limited.
Ernst & Young
August 6, 1997
<TABLE>
Attachment A
<CAPTION>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting
Series Supplement Date Compliance Period Agreement
<S> <C> <C> <C> <C>
1991 - 1 September 25, 1991 July 1, 1996 - April 16, 1997 Merrill Lynch & Co. September 18, 1991
1992 - 1 May 29, 1992 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. May 21, 1992
1992 - 2 August 6, 1992 July 1, 1996 - June 30, 1997 Shearson Lehman Brothers Inc. July 30, 1992
1992 - 3 November 24, 1992 July 1, 1996 - June 30, 1997 The First Boston Corporation November 18, 1992
1993 - 1 February 25, 1993 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. February 18, 1993
1993 - 2 June 15, 1993 July 1, 1996 - January 15, 1997 The First Boston Corporation June 8, 1993
1993 - 3 August 24, 1993 July 1, 1996 - June 30, 1997 J.P. Morgan Securities Inc. August 16, 1993
1993 - 4 December 7, 1993 July 1, 1996 - June 30, 1997 Lehman Brothers Inc. November 30, 1993
1994 - 1 February 25, 1994 July 1, 1996 - June 30, 1997 CS First Boston Corporation February 17, 1994
1994 - 2 May 26, 1994 July 1, 1996 - June 30, 1997 Merrill Lynch & Co. May 19, 1994
</TABLE>
Independent Accountant's Report
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
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 ("Trust"),
including all Series of the Trust as specified in Attachment
A, are effective, as of June 30, 1997, in providing
reasonable assurance that Trust assets are safeguarded
against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's
authorization in conformity with the Pooling and Servicing
Agreement dated as of September 25, 1991 ("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 Bankers Trust Company, as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly
to permit the preparation of the required financial reports.
This assertion is included in the accompanying report by
management titled, "Report of Management on Credit Card
Trust Internal Control and Pooling and Servicing Agreement
Compliance" (the "Report").
Our examination was made in accordance with standards
established by the American Institute of Certified Public
Accountants and, accordingly, included obtaining an
understanding of the controls over the functions performed
by MBNA as servicer of the Trust, testing and evaluating the
design and operating effectiveness of those controls, and
such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a
reasonable basis for our opinion.
As discussed in the Report, management in providing its
assertion on the controls over the functions performed as
servicer of the Trust assumed the accuracy of reports
prepared by MBNA's bank card processor and did not extend
its assessment to the controls of MBNA's bank card
processor. Accordingly, and in accordance with Section
3.06(a) of the Agreement, our examination did not extend to
the controls of MBNA's bank card processor and we do not
express an opinion or any other form of assurance on those
controls.
Because of inherent limitations in controls, errors or
irregularities may occur and not be detected. Also,
projections of any evaluation of the controls over the
functions performed by MBNA as servicer of the Trust to
future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the controls may deteriorate.
In our opinion, management's assertion, that MBNA's controls
over the functions performed as servicer of the Trust are
effective, as of June 30, 1997, in providing reasonable
assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions
are executed in accordance with management's authorization
in conformity with the Agreements, between MBNA as Seller
and Owner/Servicer, and Bankers Trust Company, as Trustee on
behalf of the Certificate-holders of the Trust, and are
recorded properly to permit the preparation of the required
financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the
Report:
The controls provide reasonable assurance that
funds collected are remitted to the Trustee in
accordance with the Agreements.
The controls provide reasonable assurance that
Trust assets are segregated from those retained by MBNA
in accordance with the Agreements.
The controls provide reasonable assurance that
expenses incurred by the Trust are calculated and
remitted in accordance with the Agreements.
The controls provide reasonable assurance that the
addition of accounts to the Trust are authorized in
accordance with the Agreements.
The controls provide reasonable assurance that the
removal of accounts from the Trust are authorized in
accordance with the Agreements.
The controls provide reasonable assurance that
Trust assets amortizing out of the Trust are calculated
in accordance with the Agreements.
The controls provide reasonable assurance that
monthly Trust reports generated in the form of
"Exhibits" and provided to the Trustee are reviewed by
a Vice President or above prior to distribution.
The controls provide reasonable assurance that
monthly Trust reports generated in the form of
"Exhibits" contain all required information per section
5.02 of the Agreements.
This report is intended solely for the use of the board of
directors and management of MBNA and should not be referred
to or distributed for any purpose to anyone who is not
authorized to receive such information as specified in the
Agreement or in each Series' Underwriting 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 and its distribution is not
limited.
Ernst & Young
August 6, 1997
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting Agreement
Series Supplement Dated
1991 - 1 September 25, 1991 Merrill Lynch & Co. September 18, 1991
1992 - 1 May 29, 1992 Merrill Lynch & Co. May 21, 1992
1992 - 2 August 6, 1992 Shearson Lehman Brothers Inc July 30, 1992
1992 - 3 November 24, 1992 The First Boston Corporation November 18, 1992
1993 - 1 February 25, 1993 Merrill Lynch & Co. February 18, 1993
1993 - 2 June 15, 1993 The First Boston Corporation June 8, 1993
1993 - 3 August 24, 1993 J.P. Morgan Securities Inc. August 16, 1993
1993 - 4 December 7, 1993 Lehman Brothers Inc. November 30, 1993
1994 - 1 February 25, 1994 CS First Boston Corporation February 17, 1994
1994 - 2 May 26, 1994 Merrill Lynch & Co. May 19, 1994
</TABLE>
Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance
Control Structure Policies and Procedures
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's Credit Card Trusts
and Pools, listed on Appendix I (the "Trusts and Pools" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements, Receivables Purchase
Agreement or Receivables Transfer Agreement (the
"Agreements") as applicable, between MBNA as seller and
owner/servicer and the applicable Trustee or Agent (specific
Agreements and Trustees or Agent are listed in Appendix I)
and are recorded properly to permit the preparation of the
required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect of the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pools are
calculated and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pools are
authorized in accordance with the Agreements.
- - The removal of accounts from the Trusts and Pools are
authorized in accordance with the Agreements.
August 6, 1997
Page 2
Control Structure Policies and Procedures (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pools are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pools in relation to
these criteria. This assessment assumed the accuracy of
reports prepared by MBNA's bank card processor and did not
extend to the controls of MBNA's bank card processor. Based
upon this assessment, the Company believes that, as of June
30, 1997, its controls over the functions performed as
servicer of the Trusts and Pools are effective in providing
reasonable assurance that Trust and Pool assets are
safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance
with management's authorization in conformity with the
Agreements between MBNA and the applicable Trustees and
Agents and are recorded properly to permit the preparation
of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the agreements. In performing this
assessment, the Company assumed the accuracy of reports
prepared by MBNA's bank card processor and did not extend
its assessment to the relevant aspects of MBNA's compliance
that are the responsibility of the bank card processor.
Based upon this assessment, MBNA was in material compliance
with the relevant covenants and conditions identified in
Appendix I for each agreement for the period specified in
the Appendix. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 6, 1997
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
_______________________________
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Thomas D. Wren
_______________________________
Thomas D. Wren
Senior Executive Vice President and Treasurer
/s/ Victor P. Manning
________________________________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
________________________________
Douglas O. Hart
Executive Vice President
<TABLE>
<CAPTION>
APPENDIX 1
PSA SERVICING PSA COVENANTS
PSA/RPA/ SUPPL. COMPLIANCE AND
TRUST RTA DATE DATE PERIOD CONDITIONS
<S> <C> <C> <C> <C>
MBNA Master Credit Card Trust:
TRUSTEE: Bankers Trust Company
Series 1991-1 9/25/91 9/25/91 7/1/96 - 4/16/97 (1)
Series 1992-1 9/25/91 5/29/92 7/1/95 - 6/30/97 (1)
Series 1992-2 9/25/91 8/6/92 7/1/96 - 6/30/97 (1)
Series 1992-3 9/25/91 11/24/92 7/1/96 - 6/30/97 (1)
Series 1993-1 9/25/91 2/25/93 7/1/96 - 6/30/97 (1)
Series 1993-2 9/25/91 6/15/93 7/1/96 - 1/15/97 (1)
Series 1993-3 9/25/91 8/24/93 7/1/96 - 6/30/97 (1)
Series 1993-4 9/25/91 12/7/93 7/1/96 - 6/30/97 (1)
Series 1994-1 9/25/91 2/25/94 7/1/96 - 6/30/97 (1)
Series 1994-2 9/25/91 5/26/94 7/1/96 - 6/30/97 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94 8/4/94 7/1/96 - 6/30/97 (2)
Series 1994-B 8/4/94 8/18/94 7/1/96 - 6/30/97 (2)
Series 1994-C 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-D 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-E 8/4/94 12/15/94 7/1/96 - 6/30/97 (4)
Series 1995-A 8/4/94 3/22/95 7/1/96 - 6/30/97 (2)
Series 1995-B 8/4/94 5/23/95 7/1/96 - 6/30/97 (2)
Series 1995-C 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-D 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-E 8/4/94 8/2/95 7/1/96 - 6/30/97 (2)
Series 1995-F 8/4/94 8/30/95 7/1/96 - 6/30/97 (2)
Series 1995-G 8/4/94 9/27/95 7/1/96 - 6/30/97 (2)
Series 1995-H 8/4/94 9/28/95 7/1/96 - 6/30/97 (2)
Series 1995-I 8/4/94 10/26/95 7/1/96 - 6/30/97 (2)
Series 1995-J 8/4/94 11/21/95 7/1/96 - 6/30/97 (2)
Series 1996-A 8/4/94 2/28/96 7/1/96 - 6/30/97 (2)
Series 1996-B 8/4/94 3/26/96 7/1/96 - 6/30/97 (2)
Series 1996-C 8/4/94 3/27/96 7/1/96 - 6/30/97 (2)
Series 1996-D 8/4/94 5/1/96 7/1/96 - 6/30/97 (2)
Series 1996-E 8/4/94 5/21/96 7/1/96 - 6/30/97 (2)
Series 1996-F 8/4/94 6/25/96 6/25/96 - 6/30/97 (4)
Series 1996-G 8/4/94 7/17/96 7/17/96 - 6/30/97 (2)
Series 1996-H 8/4/94 8/14/96 8/14/96 - 6/30/97 (2)
Series 1996-I 8/4/94 9/25/96 9/25/96 - 6/30/97 (4)
Series 1996-J 8/4/94 9/19/96 9/19/96 - 6/30/97 (2)
Series 1996-K 8/4/94 10/24/96 10/24/96 - 6/30/97 (2)
Series 1996-L 8/4/94 12/3/96 12/3/96 - 6/30/97 (2)
Series 1996-M 8/4/94 11/26/96 11/26/96 - 6/30/97 (2)
Series 1997-A 8/4/94 1/30/97 1/30/97 - 6/30/97 (2)
Series 1997-B 8/4/94 2/27/97 2/27/97 - 6/30/97 (2)
Series 1997-C 8/4/94 3/26/97 3/26/97 - 6/30/97 (2)
Series 1997-D 8/4/94 5/22/97 5/22/97 - 6/30/97 (4)
Series 1997-E 8/4/94 5/8/97 5/8/97 - 6/30/97 (2)
MBNA Gold Reserve Trust 12/16/94 N/A 7/1/96 - 6/30/97 (5)
TRUSTEE:
Barclays Bk PLC, NY Branch
MBNA Gold Option Trust 12/18/96 N/A 12/18/96 - 6/30/97 (6)
TRUSTEE:
Barclays Bk PLC, NY Branch
</TABLE>
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04(b),
3.06(b), 4.02(a), 4.03(a), 4.03(c)
PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a),
9(c), 9(d), 9(f), 11
(2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.10, 5.02(a), 9(c),
9(d), 11
(3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.11, 5.02(a), 9(c),
9(d), 12
(4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i), 4.09, 4.10, 5.02(a), 10(c),
10(d), 12
(5) RPA Sections - 3.03(a)(ii), 3.03 (d), 3.03(e), 3.03(f), 3.03(g), 3.03(h),
3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d),
8.01(f),10.03, 10.06(a), 10.06(b).
(6) RTA Sections - 3.03(a), (d), (e), (f)(i), (g), and (h), 3.04(a), 6.01(b),
7.03, 7.04, 7.05(a), (b), (d), (e) and (f), 8.01(d), 10.03 and 10.06.
EXHIBIT D
FORM OF ANNUAL SERVICER'S CERTIFICATE
MBNA AMERICA BANK, N.A.
MBNA MASTER CREDIT CARD TRUST
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
September 25, 1991 (the "Pooling and Servicing Agreement")
by and between the Bank and Bankers Trust Company, as
trustee, (the "Trustee") does hereby certify that:
1. The Bank is Servicer under the Pooling and
Servicing Agreement.
2. The undersigned is duly authorized as required
pursuant to the Pooling and Servicing Agreement to execute
and deliver this Certificate to the Trustee.
3. This Certificate is delivered pursuant to
Section 3.05 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer
during the twelve month period ended June 30, 1997 was
conducted under my supervision.
5. Based on such review, the Servicer has, to my
knowledge, fully performed all its obligations under the
Pooling and Servicing Agreement throughout such twelve month
period and no material default in the performance of such
obligations has occurred or is continuing except as set
forth in paragraph 6 below.
6. The following is a description of each material
default in the performance of the Servicer's obligations
under the provisions of the Pooling and Servicing Agreement
known to me to have been made during the twelve month period
ended June 30, 1997, which sets forth in detail (i) the
nature of each such default, (ii) the action taken by the
Servicer, if any, to remedy each such default and (iii) the
current status of each such default:
"None"
IN WITNESS WHEREOF, the undersigned has duly
executed this Certificate this 6th day of August, 1997.
By: /s/ Marguerite M. Boylan
_____
Name: Marguerite M. Boylan
Title: Vice President
