SUBJECT TO COMPLETION DATED MARCH 7, 2008
Prospectus Supplement dated March [•], 2008 to Prospectus dated January 10, 2008
The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
seeking an offer to buy these securities in any state where the offer or sale is prohibited.
 |
FIA Card Services, National Association
Sponsor, Servicer and Originator
BA Credit Card Funding, LLC
Transferor and Depositor
BA Credit Card Trust
Issuing Entity
BAseries
The issuing entity will issue and sell: Class A(2008-3) Notes
Principal amount $1,250,000,000
Interest rate one-month LIBOR plus [•]% per year
(determined as described in the
following Class A(2008-3) summary)
Interest payment dates 15th day of each month, beginning in
May 2008
Expected principal payment date March 16, 2009
Legal maturity date August 15, 2011
Expected issuance date March [•], 2008
Price to public $[•] (or [•]%)
Underwriting discount $[•] (or [•]%)
Proceeds to the issuing entity $[•] (or [•]%)
The Class A(2008-3) notes are a tranche of the Class A notes of the BAseries.
Credit Enhancement: Interest and principal on the Class B notes and the Class C notes of the BAseries
are subordinated to payments on the Class A notes as described herein and in the accompanying
prospectus.
______________________________________________________________________________________________________________________________
You should consider the discussion under "Risk Factors" beginning on page 28 of the accompanying prospectus before you
purchase any notes.
The primary asset of the issuing entity is the collateral certificate, Series 2001-D. The collateral certificate represents
an undivided interest in BA Master Credit Card Trust II. Master Trust II's assets include receivables arising in a
portfolio of unsecured consumer revolving credit card accounts. The notes are obligations of the issuing entity only and
are not obligations of BA Credit Card Funding, LLC, FIA Card Services, National Association, their affiliates or any other
person. Each tranche of notes will be secured by specified assets of the issuing entity as described in this prospectus
supplement and in the accompanying prospectus. Noteholders will have no recourse to any other assets of the issuing entity
for payment of the BAseries notes.
The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
______________________________________________________________________________________________________________________________
Neither the SEC nor any state securities commission has approved the notes or determined that this
prospectus supplement or the prospectus is truthful, accurate or complete. Any representation to the
contrary is a criminal offense.
Underwriters
Banc of America Securities LLC
Barclays Capital
Credit Suisse
Deutsche Bank Securities
Merrill Lynch & Co.
Important Notice about Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
We provide information to you about the notes in two separate documents:
(a) this prospectus supplement, which will describe the specific terms of the
Class A(2008-3) notes, and
(b) the accompanying prospectus, which provides general information about the BAseries notes
and each other series of notes which may be issued by the BA Credit Card Trust, some of which may not
apply to the BAseries or the Class A(2008-3) notes.
References to the prospectus mean the prospectus accompanying this prospectus supplement.
This prospectus supplement may be used to offer and sell the Class A(2008-3) notes only if
accompanied by the prospectus.
This prospectus supplement supplements disclosure in the prospectus.
You should rely only on the information provided in this prospectus supplement and the
prospectus including any information incorporated by reference. We have not authorized anyone to
provide you with different information.
We are not offering the Class A(2008-3) notes in any state where the offer is not
permitted. We do not claim the accuracy of the information in this prospectus supplement or the
prospectus as of any date other than the dates stated on their respective covers.
We include cross-references in this prospectus supplement and in the prospectus to captions
in these materials where you can find further related discussions. The Table of Contents in this
prospectus supplement and in the prospectus provide the pages on which these captions are located.
Parts of this prospectus supplement and the prospectus use defined terms. You can find a
listing of defined terms in the "Glossary of Defined Terms" beginning on page 177 in the prospectus.
__________
S-2
Table of Contents
Page
Class A(2008-3) Summary...........................S-4
Transaction Parties...............................S-8
BA Credit Card Trust.........................S-8
BA Master Credit Card Trust II...............S-8
BA Credit Card Funding, LLC..................S-8
FIA and Affiliates...........................S-9
Use of Securitization as a Source of
Funding..................................S-9
The Bank of New York........................S-10
Wilmington Trust Company....................S-10
The Class A(2008-3) Notes........................S-10
Securities Offered..........................S-10
The BAseries................................S-10
Interest....................................S-11
Principal...................................S-12
Nominal Liquidation Amount..................S-13
Subordination; Credit Enhancement...........S-13
Required Subordinated Amount................S-14
Revolving Period............................S-16
Early Redemption of Notes...................S-16
Optional Redemption by the Issuing Entity...S-16
Events of Default...........................S-17
Issuing Entity Accounts.....................S-17
Security for the Notes......................S-17
Limited Recourse to the Issuing Entity......S-17
Accumulation Reserve Account................S-18
Shared Excess Available Funds...............S-18
Stock Exchange Listing......................S-18
Ratings.....................................S-19
Underwriting.....................................S-19
Annex I:
The Master Trust II Portfolio...................A-I-1
General....................................A-I-1
Delinquency and Principal Charge-Off
Experience.................................A-I-1
Revenue Experience.........................A-I-3
Interchange................................A-I-5
Principal Payment Rates....................A-I-5
Renegotiated Loans and
Re-Aged Accounts........................A-I-6
The Receivables............................A-I-6
Annex II:
Outstanding Series, Classes and Tranches of
Notes..........................................A-II-1
Annex III:
Outstanding Master Trust II Series............A-III-1
S-3
Class A(2008-3) Summary
This summary does not contain all the information you may need to make an informed
investment decision. You should read this prospectus supplement and the prospectus in their entirety
before you purchase any notes.
Only the Class A(2008-3) notes are being offered through this prospectus supplement and the
prospectus. Other series, classes and tranches of BA Credit Card Trust notes, including other
tranches of notes that are included in the BAseries as a part of the Class A notes or other notes
that are included in the Class A(2008-3) tranche, may be issued by the BA Credit Card Trust in the
future without the consent of, or prior notice to, any noteholders.
Other series of certificates of master trust II may be issued without the consent of, or
prior notice to, any noteholders or certificateholders.
Transaction Parties
Issuing Entity of the Notes BA Credit Card Trust
Issuing Entity of the Collateral Certificate BA Master Credit Card Trust II
Sponsor, Servicer and Originator FIA Card Services, National Association
Transferor and Depositor BA Credit Card Funding, LLC
Master Trust II Trustee, Indenture Trustee The Bank of New York
Owner Trustee Wilmington Trust Company
Assets
Primary Asset of the Issuing Entity Master trust II, Series 2001-D Collateral Certificate
Collateral Certificate Undivided interest in master trust II
Primary Assets of Master Trust II Receivables in unsecured revolving credit card accounts
Accounts and Receivables (as of beginning Principal receivables: $99,421,454,419
of the day on March 1, 2008) Finance charge receivables: $1,538,732,607
Account average principal balance: $1,713
Account average credit limit: $14,076
Account average age: approximately 95
months
Account billing addresses: all 50 States plus
the District of
Columbia and Puerto
Rico
Aggregate total receivable balance as a
percentage of aggregate total credit limit: 12.4%
Accounts (as of December 31, 2007) With regard to statements prepared for
cardholders during December 2007 only,
accounts that had cardholders that made
the minimum payment under the terms of the
related credit card agreement: 3.96%
With regard to statements prepared for
cardholders during December 2007 only,
accounts that had cardholders that paid
their full balance under the terms of the
related credit card agreement: 9.21%
S-4
Asset Backed Securities Offered Class A(2008-3)
Class Class A
Series BAseries
Initial Principal Amount $1,250,000,000
Initial Nominal Liquidation Amount $1,250,000,000
Expected Issuance Date March [•], 2008
Credit Enhancement Subordination of the Class B and the Class C notes
Credit Enhancement Amount Required Subordinated Amount
Required Subordinated Amount of Class B Notes Applicable required subordination percentage of Class B notes
multiplied by the adjusted outstanding dollar principal amount
of the Class A(2008-3) notes.
Required Subordination Percentage of Class B 8.72093%. However, see "The Class A(2008-3) Notes—Required
Notes Subordinated Amount" for a discussion of the calculation of the
applicable stated percentage and the method by which the
applicable stated percentage may be changed in the future.
Required Subordinated Amount of Class C Notes Applicable required subordination percentage of Class C notes
multiplied by the adjusted outstanding dollar principal amount
of the Class A(2008-3) notes.
Required Subordination Percentage of Class C 7.55814%. However, see "The Class A(2008-3) Notes—Required
Notes Subordinated Amount" for a discussion of the calculation of the
applicable stated percentage and the method by which the
applicable stated percentage may be changed in the future.
Accumulation Reserve Account Targeted Deposit 0.5% of the outstanding dollar principal amount of the
Class A(2008-3) notes.
Risk Factors Investment in the Class A(2008-3) notes involves risks. You
should consider carefully the risk factors beginning on page 28
in the prospectus.
Interest
Interest Rate London interbank offered rate for U.S. dollar deposits for a
one-month period (or, for the first interest accrual period, the
rate that corresponds to the actual number of days in the first
interest accrual period) (LIBOR) as of each LIBOR determination
date plus [•]% per year.
LIBOR Determination Dates March [•], 2008 for the period from and including the issuance
date to but excluding May 15, 2008, and for each interest
accrual period thereafter, the date that is two London Business
Days before each distribution date.
Distribution Dates The 15th day of each calendar month (or the next Business Day if
the 15th is not a Business Day).
London Business Day London, New York, New York and Newark, Delaware banking day.
Interest Accrual Method Actual/360
Interest Accrual Periods From and including the issuance date to but excluding the first
interest payment date and then from and including each interest
payment date to but excluding the next interest payment date.
Interest Payment Dates Each distribution date starting on May 15, 2008
First Interest Payment Date May 15, 2008
Business Day New York, New York and Newark, Delaware
S-5
Principal
Expected Principal Payment Date March 16, 2009
Legal Maturity Date August 15, 2011
Revolving Period End Between 11 and 1 months prior to expected principal payment date
Servicing Fee 2% of the nominal liquidation amount
Anticipated Ratings The Class A(2008-3) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: Aaa
Standard & Poor's: AAA
Fitch: AAA
Early Redemption Events Early redemption events applicable to the Class A(2008-3) notes
include the following: (i) the occurrence of the expected
principal payment date for such notes; (ii) each of the Pay Out
Events described under "Master Trust II—Pay Out Events" in the
prospectus; (iii) the issuing entity becoming an "investment
company" within the meaning of the Investment Company Act of
1940, as amended; and (iv) for any date the amount of Excess
Available Funds for the BAseries averaged over the 3 preceding
calendar months is less than the Required Excess Available Funds
for the BAseries for such date. See "The Indenture—Early
Redemption Events" in the prospectus.
Events of Default Events of default applicable to the Class A(2008-3) notes
include the following: (i) the issuing entity's failure, for a
period of 35 days, to pay interest upon such notes when such
interest becomes due and payable; (ii) the issuing entity's
failure to pay the principal amount of such notes on the
applicable legal maturity date; (iii) the issuing entity's
default in the performance, or breach, of any other of its
covenants or warranties, as discussed in the prospectus; and
(iv) the occurrence of certain events of bankruptcy, insolvency,
conservatorship or receivership of the issuing entity. See "The
Indenture—Events of Default" in the prospectus.
Optional Redemption If the nominal liquidation amount is less than 5% of the highest
outstanding dollar principal amount.
ERISA Eligibility Yes, subject to important considerations described under
"Benefit Plan Investors" in the prospectus (investors are
cautioned to consult with their counsel).
Tax Treatment Debt for U.S. federal income tax purposes, subject to important
considerations described under "Federal Income Tax Consequences"
in the prospectus (investors are cautioned to consult with their
tax counsel).
Stock Exchange Listing The issuing entity will apply to list the Class A(2008-3) notes
on a stock exchange in Europe. The issuing entity cannot
guarantee that the application for the listing will be accepted
or that, if accepted, the listing will be maintained. To
determine whether the Class A(2008-3) notes are listed on a
stock exchange you may
S-6
contact the issuing entity c/o Wilmington Trust
Company, Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890-0001, telephone number:
(302) 651-1000.
Clearing and Settlement DTC/Clearstream/Euroclear
S-7
Transaction Parties
BA Credit Card Trust
The notes will be issued by BA Credit Card Trust (referred to as the issuing entity). For a
description of the limited activities of the issuing entity, see "Transaction Parties—BA Credit Card
Trust" in the prospectus.
BA Master Credit Card Trust II
BA Master Credit Card Trust II (referred to as master trust II) issued the collateral
certificate. See "Transaction Parties—BA Master Credit Card Trust II" and "Master Trust II" in the
prospectus. The collateral certificate is the issuing entity's primary source of funds for the
payment of principal of and interest on the notes. The collateral certificate is an investor
certificate that represents an undivided interest in the assets of master trust II. Master trust
II's assets primarily include receivables from selected MasterCard®, Visa® and American Express®
unsecured revolving credit card accounts that meet the eligibility criteria for inclusion in master
trust II. These eligibility criteria are discussed under "Master Trust II—Addition of Master Trust
II Assets."
The credit card receivables in master trust II consist primarily of finance charge
receivables and principal receivables. Finance charge receivables include periodic finance charges,
cash advance fees, late charges and certain other fees billed to cardholders, annual membership fees
and recoveries on receivables in Defaulted Accounts. Principal receivables include amounts charged
by cardholders for merchandise and services, amounts advanced to cardholders as cash advances and all
other fees billed to cardholders that are not considered finance charge receivables.
In addition, Funding is permitted to add to master trust II participation interests in pools
of assets that primarily consist of receivables arising under revolving credit card accounts owned by
FIA and collections on such receivables.
See "Annex I: The Master Trust II Portfolio" in this prospectus supplement for detailed
financial information on the receivables and the accounts.
The collateral certificate is the certificate comprising the Series 2001-D certificate
issued by master trust II. Other series of certificates may be issued by master trust II in the
future without prior notice to or the consent of any noteholders or certificateholders. See "Annex
III: Outstanding Master Trust II Series" in this prospectus supplement for information on the other
outstanding series issued by master trust II.
BA Credit Card Funding, LLC
BA Credit Card Funding, LLC (referred to as Funding), a limited liability company formed
under the laws of Delaware and a subsidiary of Banc of America Consumer Card Services, LLC, an
indirect subsidiary of FIA, is the transferor and depositor to master trust II. Funding is also the
holder of the Transferor Interest in master trust II and the beneficiary of the issuing entity. On
the Substitution Date, Funding was substituted for FIA as the transferor of
S-8
receivables to master trust II, as holder of the Transferor Interest in master trust II, and as beneficiary
of the issuing entity pursuant to the trust agreement. See "Transaction Parties—BA Credit Card Funding, LLC" in
the prospectus for a description of Funding and its responsibilities.
FIA and Affiliates
FIA Card Services, National Association (referred to as FIA) is a national banking
association. FIA is an indirect subsidiary of Bank of America Corporation.
FIA formed master trust II on August 4, 1994. Prior to the substitution of Funding as
transferor of receivables to master trust II, which coincided with the merger of Bank of America,
National Association (USA) with and into FIA, FIA transferred receivables to master trust II. In
addition, prior to this substitution and merger, FIA was the holder of the Transferor Interest in
master trust II, the transferor of the collateral certificate to the issuing entity pursuant to the
trust agreement, and the sole beneficiary of the issuing entity. At the time of this substitution
and merger, FIA's economic interest in the Transferor Interest in master trust II was transferred to
Funding through Banc of America Consumer Card Services, LLC (referred to as BACCS). In addition,
from and after this substitution and merger, FIA has transferred, and will continue to transfer, to
BACCS the receivables arising in certain of the U.S. consumer credit card accounts originated or
acquired by FIA. BACCS has sold and may continue to sell receivables to Funding for addition to
master trust II. The receivables transferred to master trust II have been and will continue to be
generated from transactions made by cardholders of selected MasterCard, Visa and American Express
credit card accounts from the portfolio of MasterCard, Visa and American Express accounts originated
or acquired by FIA (such portfolio of accounts is referred to as the Bank Portfolio).
BACCS is a limited liability company formed under the laws of North Carolina and an indirect
subsidiary of FIA.
FIA is responsible for servicing, managing and making collections on the credit card
receivables in master trust II. See "Transaction Parties—FIA and Affiliates" in the prospectus for a
description of FIA, BACCS and each of their respective responsibilities.
See "Transaction Parties—FIA and Affiliates" and "FIA's Credit Card Activities" in the
prospectus for a discussion of FIA's servicing practices and its delegation of servicing functions to
its operating subsidiary Banc of America Card Servicing Corporation.
Use of Securitization as a Source of Funding
FIA has been securitizing credit card receivables since 1986. FIA created master trust II
on August 4, 1994. BA Credit Card Trust, the issuing entity, was created on May 4, 2001. In
addition to sponsoring the securitization of the credit card receivables in master trust II, FIA and
its affiliates are the sponsors to other master trusts securitizing other consumer and small business
lending products.
FIA uses a variety of funding sources to meet its liquidity goals. Funding sources for FIA
have included, but are not limited to, securitization and debt issuances.
S-9
The Bank of New York
The Bank of New York, a New York banking corporation, is the indenture trustee under the
indenture for the notes and the trustee under the pooling and servicing agreement (referred to herein
and in the prospectus as the master trust II agreement) for the master trust II investor
certificates. See "The Indenture—Indenture Trustee" in the prospectus for a description of the
limited powers and duties of the indenture trustee and "Master Trust II—Master Trust II Trustee" in
the prospectus for a description of the limited powers and duties of the master trust II trustee.
See "Transaction Parties—The Bank of New York" in the prospectus for a description of The Bank of New
York.
Wilmington Trust Company
Wilmington Trust Company, a Delaware banking corporation, is the owner trustee of the
issuing entity. See "Transaction Parties—Wilmington Trust Company" in the prospectus for a
description of the ministerial powers and duties of the owner trustee and for a description of
Wilmington Trust Company.
The Class A(2008-3) Notes
The Class A(2008-3) notes will be issued by the issuing entity pursuant to the indenture and
the BAseries indenture supplement. The following discussion and the discussions under "The Notes"
and "The Indenture" in the prospectus summarize the material terms of the Class A(2008-3) notes, the
indenture and the BAseries indenture supplement. These summaries do not purport to be complete and
are qualified in their entirety by reference to the provisions of the Class A(2008-3) notes, the
indenture and the BAseries indenture supplement. So long as the conditions to issuance are met or
waived, additional Class A(2008-3) notes may be issued on any date or in any amount. There is no
limit on the total dollar principal amount of Class A(2008-3) notes that may be issued. See "The
Notes—Issuances of New Series, Classes and Tranches of Notes" in the prospectus for a description of
the conditions to issuance.
Securities Offered
The Class A(2008-3) notes are part of a series of notes called the BAseries. The BAseries
consists of Class A notes, Class B notes and Class C notes. The Class A(2008-3) notes are a tranche
of Class A notes of the BAseries. The Class A(2008-3) notes are issued by, and are obligations of,
the BA Credit Card Trust.
On the expected issuance date, the Class A(2008-3) notes are expected to be the
seventy-second tranche of Class A notes outstanding in the BAseries.
The BAseries
The BAseries notes will be issued in classes. Each class of notes has multiple tranches,
which may be issued at different times and have different terms (including different interest rates,
interest payment dates, expected principal payment dates, legal maturity dates or other
characteristics). Whenever a "class" of notes is referred to in this prospectus supplement or the
prospectus, it includes all tranches of that class of notes, unless the context otherwise requires.
S-10
Notes of any tranche can be issued on any date so long as a sufficient amount of
subordinated notes or other acceptable credit enhancement has been issued and is outstanding. See
"The Notes—Issuances of New Series, Classes and Tranches of Notes" in the prospectus. The expected
principal payment dates and legal maturity dates of tranches of senior and subordinated classes of
the BAseries may be different. Therefore, subordinated notes may have expected principal payment
dates and legal maturity dates earlier than some or all senior notes of the BAseries. Subordinated
notes will generally not be paid before their legal maturity date unless, after payment, the
remaining outstanding subordinated notes provide the credit enhancement required for the senior notes.
In general, the subordinated notes of the BAseries serve as credit enhancement for all of
the senior notes of the BAseries, regardless of whether the subordinated notes are issued before, at
the same time as, or after the senior notes of the BAseries. However, certain tranches of senior
notes may not require subordination from each class of notes subordinated to it. For example, a
tranche of Class A notes may be credit enhanced solely from Class C notes. In this example, the
Class B notes will not provide credit enhancement for that tranche of Class A notes. The amount of
credit exposure of any particular tranche of notes is a function of, among other things, the total
outstanding principal amount of notes issued, the required subordinated amount, the amount of usage
of the required subordinated amount and the amount on deposit in the senior tranches' principal
funding subaccounts.
As of the date of this prospectus supplement, the BAseries is the only issued and
outstanding series of the issuing entity. See "Annex II: Outstanding Series, Classes and Tranches of
Notes" for information on the other outstanding notes issued by the issuing entity.
Interest
Interest on the Class A(2008-3) notes will accrue at a floating rate equal to the London
interbank offered rate for U.S. dollar deposits for a one-month period (or, for the first interest
accrual period, the rate that corresponds to the actual number of days in the first interest accrual
period) (LIBOR) plus a spread as specified on the cover page of this prospectus supplement.
LIBOR appears on Reuters Screen LIBOR01 Page (or comparable replacement page) and will be the
rate available at 11:00 a.m., London time, on the related LIBOR determination date. If the rate does
not appear on that page, the rate will be the average of the rates offered by four prime banks in
London. If fewer than two London banks provide a rate at the request of the indenture trustee, the
rate will be the average of the rates offered by four major banks in New York City.
Interest on the Class A(2008-3) notes for any interest payment date will equal the product of:
• the Class A(2008-3) note interest rate for the applicable interest accrual period;
multiplied by
• the actual number of days in the related interest accrual period divided by 360; multiplied
by
S-11
• the outstanding dollar principal amount of the Class A(2008-3) notes as of the related
record date.
The payment of interest on the Class A(2008-3) notes on any payment date is senior to the
payment of interest on Class B and Class C notes of the BAseries on that date. Generally, no payment
of interest will be made on any Class B BAseries note until the required payment of interest has been
made to all Class A BAseries notes. Likewise, generally, no payment of interest will be made on any
Class C BAseries note until the required payment of interest has been made to all Class A and Class B
BAseries notes. However, funds on deposit in the Class C reserve account will be available only to
holders of Class C notes to cover shortfalls of interest on Class C notes on any interest payment
date.
The issuing entity will pay interest on the Class A(2008-3) notes solely from the portion of
BAseries Available Funds and from other amounts that are available to the Class A(2008-3) notes under
the indenture and the BAseries indenture supplement after giving effect to all allocations and
reallocations. If those sources are not sufficient to pay the interest on the Class A(2008-3) notes,
Class A(2008-3) noteholders will have no recourse to any other assets of the issuing entity, FIA,
BACCS, Funding or any other person or entity for the payment of interest on those notes.
Principal
The issuing entity expects to pay the stated principal amount of the Class A(2008-3) notes
in one payment on its expected principal payment date, and is obligated to do so if funds are
available for that purpose. If the stated principal amount of the Class A(2008-3) notes is not paid
in full on the expected principal payment date due to insufficient funds, noteholders will generally
not have any remedies against the issuing entity until the legal maturity date of the Class A(2008-3)
notes.
In addition, if the stated principal amount of the Class A(2008-3) notes is not paid in full
on the expected principal payment date, then an early redemption event will occur for the
Class A(2008-3) notes and principal and interest payments on the Class A(2008-3) notes will be made
monthly until they are paid in full or until the legal maturity date occurs, whichever is earlier.
Principal of the Class A(2008-3) notes will begin to be paid earlier than the expected
principal payment date if any other early redemption event or an event of default and acceleration
occurs for the Class A(2008-3) notes. See "The Notes—Early Redemption of Notes," "The
Indenture—Early Redemption Events" and "—Events of Default" in the prospectus.
The issuing entity will pay principal on the Class A(2008-3) notes solely from the portion
of BAseries Available Principal Amounts and from other amounts which are available to the Class
A(2008-3) notes under the indenture and the BAseries indenture supplement after giving effect to all
allocations and reallocations. If those sources are not sufficient to pay the principal of the Class
A(2008-3) notes, Class A(2008-3) noteholders will have no recourse to any other assets of the issuing
entity, Funding, BACCS, FIA or any other person or entity for the payment of principal on those notes.
S-12
Nominal Liquidation Amount
The nominal liquidation amount of a tranche of notes corresponds to the portion of the
investor interest of the collateral certificate that is available to support that tranche of notes.
Generally, the nominal liquidation amount is used to determine the amount of Available Principal
Amounts and Available Funds that are available to pay principal of and interest on the notes. For a
more detailed discussion of nominal liquidation amount, see "The Notes—Stated Principal Amount,
Outstanding Dollar Principal Amount and Nominal Liquidation Amount" in the prospectus.
Subordination; Credit Enhancement
Credit enhancement for the Class A(2008-3) notes will be provided through subordination.
The amount of subordination available to provide credit enhancement to any tranche of notes is
limited to its available subordinated amount. If the available subordinated amount for any tranche
of notes has been reduced to zero, losses will be allocated to that tranche of notes pro rata based
on its nominal liquidation amount. The nominal liquidation amount of those notes will be reduced by
the amount of losses allocated to it and it is unlikely that those notes will receive their full
payment of principal.
Principal and interest payments on Class B and Class C BAseries notes are subordinated to
payments on Class A BAseries notes as described above under "—Interest" and "—Principal."
Subordination of Class B and Class C BAseries notes provides credit enhancement for Class A BAseries
notes.
Principal and interest payments on Class C BAseries notes are subordinated to payments on
Class A and Class B BAseries notes as described above under "—Interest" and "—Principal."
Subordination of Class C BAseries notes provides credit enhancement for Class A and Class B BAseries
notes.
BAseries Available Principal Amounts allocable to subordinated classes of BAseries notes may
be reallocated to pay interest on senior classes of BAseries notes or to pay a portion of the master
trust II servicing fee allocable to the BAseries, subject to certain limitations. See "Sources of
Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Application of BAseries
Available Principal Amounts" in the prospectus. The nominal liquidation amount of the subordinated
notes will be reduced by the amount of those reallocations. In addition, charge-offs due to
uncovered defaults on principal receivables in master trust II allocable to the BAseries generally
are reallocated from the senior classes to the subordinated classes of the BAseries. See "Sources of
Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Allocations of Reductions
from Charge-Offs" in the prospectus. The nominal liquidation amount of the subordinated notes will
be reduced by the amount of charge-offs reallocated to those subordinated notes. See "The
Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation
Amount—Nominal Liquidation Amount" and "Master Trust II—Defaulted Receivables; Rebates and Fraudulent
Charges" in the prospectus.
S-13
BAseries Available Principal Amounts remaining after any reallocations described above will
be applied to make targeted deposits to the principal funding subaccounts of senior notes before
being applied to make targeted deposits to the principal funding subaccounts of the subordinated
notes if the remaining amounts are not sufficient to make all required targeted deposits.
In addition, principal payments on subordinated classes of BAseries notes are subject to the
principal payment rules described below in "—Required Subordinated Amount."
In the BAseries, payment of principal may be made on a subordinated class of notes before
payment in full of each senior class of notes only under the following circumstances:
• If after giving effect to the proposed principal payment the outstanding subordinated
notes are still sufficient to support the outstanding senior notes. See "Sources of
Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Targeted
Deposits of BAseries Available Principal Amounts to the Principal Funding Account" and
"—Allocation to Principal Funding Subaccounts" in the prospectus. For example, if a
tranche of Class A notes has been repaid, this generally means that, unless other
Class A notes are issued, at least some Class B notes and Class C notes may be repaid
when they are expected to be repaid even if other tranches of Class A notes are
outstanding.
• If the principal funding subaccounts for the senior classes of notes have been
sufficiently prefunded as described in "Sources of Funds to Pay the Notes—Deposit and
Application of Funds for the BAseries—Targeted Deposits of BAseries Available Principal
Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for
Senior Classes" in the prospectus.
• If new tranches of subordinated notes are issued so that the subordinated notes that
have reached their expected principal payment date are no longer necessary to provide
the required subordination.
• If the subordinated tranche of notes reaches its legal maturity date and there is a sale
of credit card receivables as described in "Sources of Funds to Pay the Notes—Sale of
Credit Card Receivables" in the prospectus.
Required Subordinated Amount
In order to issue notes of a senior class of the BAseries, the required subordinated amount
of subordinated notes for those senior notes must be outstanding and available on the issuance date.
Generally, the required subordinated amount of subordinated notes for each tranche of Class A
BAseries notes is equal to a stated percentage of the adjusted outstanding dollar principal amount of
that tranche of Class A notes. For the Class A(2008-3) notes, the required subordinated amount of
Class B notes is equal to 8.72093% of the adjusted outstanding dollar principal amount of the Class
A(2008-3) notes, and the required subordinated amount of Class C notes is equal to 7.55814% of the
adjusted outstanding dollar principal amount of the Class A(2008-3) notes.
S-14
Similarly, the required subordinated amount of Class C notes for each tranche of Class B
BAseries notes is generally equal to a stated percentage of its adjusted outstanding dollar principal
amount. However, the required subordinated amount of Class C notes for any tranche of Class B
BAseries notes may be adjusted to reflect its pro rata share of the portion of the adjusted
outstanding dollar principal amount of all Class B BAseries notes that is not providing credit
enhancement to the Class A notes.
For an example of the calculations of the BAseries required subordinated amounts, see the
chart titled "BAseries Required Subordinated Amounts" in the prospectus.
Reductions in the adjusted outstanding dollar principal amount of a tranche of senior notes
of the BAseries will generally result in a reduction in the required subordinated amount for that
tranche. Additionally, a reduction in the required subordinated amount of Class C notes for a
tranche of Class B BAseries notes may occur due to:
• a decrease in the aggregate adjusted outstanding dollar principal amount of Class A
BAseries notes,
• a decrease in the Class A required subordinated amount of Class B notes for outstanding
tranches of Class A BAseries notes, or
• the issuance of additional Class B BAseries notes;
any of which would reduce the amount of credit enhancement provided by an individual tranche of Class
B BAseries notes to the Class A BAseries notes. However, if an early redemption event or event of
default and acceleration for any tranche of Class B BAseries notes occurs, or if on any day its usage
of the required subordinated amount of Class C notes exceeds zero, the required subordinated amount
of Class C notes for that tranche of Class B notes will not decrease after that early redemption
event or event of default and acceleration or after the date on which its usage of the required
subordinated amount of Class C notes exceeds zero.
The percentages used in, or the method of calculating, the required subordinated amounts
described above may change without the consent of any noteholders if the rating agencies consent. In
addition, the percentages used in, or the method of calculating, the required subordinated amount of
subordinated notes of any tranche of BAseries notes (including other tranches in the same class) may
be different than the percentages used in, or the method of calculating, the required subordinated
amounts for the Class A(2008-3) notes. In addition, if the rating agencies consent, the issuing
entity, without the consent of any noteholders, may utilize forms of credit enhancement other than
subordinated notes in order to provide senior classes of notes with the required credit enhancement.
No payment of principal will be made on any Class B BAseries note unless, following the
payment, the remaining available subordinated amount of Class B BAseries notes is at least equal to
the required subordinated amount of Class B notes for the outstanding Class A BAseries notes less any
usage of the required subordinated amount of Class B notes for the outstanding Class A BAseries
notes. Similarly, no payment of principal will be made on any Class C BAseries note unless, following
the payment, the remaining available subordinated amount of Class C BAseries notes is at least equal
to the required subordinated amount of Class C notes for
S-15
the outstanding Class A and Class B BAseries notes less any usage of the required subordinated amount of Class C
notes for the outstanding Class A and Class B BAseries notes. However, there are some exceptions to this rule.
See "—Subordination; Credit Enhancement" above and "The Notes—Subordination of Interest and Principal" in
the prospectus.
Revolving Period
Until principal amounts are needed to be accumulated to pay the Class A(2008-3) notes,
principal amounts allocable to the Class A(2008-3) notes will either be applied to other BAseries
notes which are accumulating principal or paid to Funding as holder of the Transferor Interest. This
period is commonly referred to as the revolving period. Unless an early redemption event or event of
default for the Class A(2008-3) notes occurs, the revolving period will end eleven calendar months or
less prior to the expected principal payment date. If the servicer reasonably expects that less than
eleven months will be required to fully accumulate principal amounts in an amount equal to the
outstanding dollar principal amount of the Class A(2008-3) notes, the end of the revolving period may
be delayed. See "Sources of Funds to Pay the Notes—Deposit and Application of Funds for the
BAseries—Targeted Deposits of BAseries Available Principal Amounts to the Principal Funding
Account—Budgeted Deposits" in the prospectus.
Early Redemption of Notes
The early redemption events applicable to all notes, including the Class A(2008-3) notes,
are described in "The Notes—Early Redemption of Notes" and "The Indenture—Early Redemption Events" in
the prospectus.
Optional Redemption by the Issuing Entity
Funding, so long as it is an affiliate of the servicer, has the right, but not the
obligation, to direct the issuing entity to redeem the Class A(2008-3) notes in whole but not in part
on any day on or after the day on which the nominal liquidation amount of the Class A(2008-3) notes
is reduced to less than 5% of their highest outstanding dollar principal amount. This repurchase
option is referred to as a clean-up call.
The issuing entity will not redeem subordinated notes if those notes are required to provide
credit enhancement for senior classes of notes of the BAseries.
If the issuing entity is directed to redeem the Class A(2008-3) notes, it will notify the
registered holders at least thirty days prior to the redemption date. The redemption price of a note
will equal 100% of the outstanding principal amount of that note, plus accrued but unpaid interest on
the note to but excluding the date of redemption.
If the issuing entity is unable to pay the redemption price in full on the redemption date,
monthly payments on the Class A(2008-3) notes will thereafter be made until either the principal of
and accrued interest on the Class A(2008-3) notes are paid in full or the legal maturity date occurs,
whichever is earlier. Any funds in the principal funding subaccount and the interest funding
subaccount for the Class A(2008-3) notes will be applied to make the principal and interest payments
on the notes on the redemption date.
S-16
Events of Default
The Class A(2008-3) notes are subject to certain events of default described in "The
Indenture—Events of Default" in the prospectus. For a description of the remedies upon the
occurrence of an event of default, see "The Indenture—Events of Default Remedies" and "Sources of
Funds to Pay the Notes—Sale of Credit Card Receivables" in the prospectus.
Issuing Entity Accounts
The issuing entity has established a principal funding account, an interest funding account,
an accumulation reserve account and a Class C reserve account for the benefit of the BAseries. The
principal funding account, the interest funding account, and the accumulation reserve account will
have subaccounts for the Class A(2008-3) notes.
Each month, distributions on the collateral certificate and other amounts will be deposited
in the issuing entity accounts and allocated to the notes as described in the prospectus.
Security for the Notes
The Class A(2008-3) notes are secured by a shared security interest in:
• the collateral certificate;
• the collection account;
• the applicable principal funding subaccount;
• the applicable interest funding subaccount; and
• the applicable accumulation reserve subaccount.
However, the Class A(2008-3) notes are entitled to the benefits of only that portion of the
assets allocated to them under the indenture and the BAseries indenture supplement.
See "Sources of Funds to Pay the Notes—The Collateral Certificate" and "—Issuing Entity
Accounts" in the prospectus.
Limited Recourse to the Issuing Entity
The sole sources of payment for principal of or interest on the Class A(2008-3) notes are
provided by:
• the portion of the Available Principal Amounts and Available Funds allocated to the
BAseries and available to the Class A(2008-3) notes, and
• funds in the applicable issuing entity accounts for the Class A(2008-3) notes.
S-17
Class A(2008-3) noteholders will have no recourse to any other assets of the issuing entity,
FIA, BACCS, Funding or any other person or entity for the payment of principal of or interest on the
Class A(2008-3) notes.
However, following a sale of credit card receivables (i) due to an insolvency of Funding,
(ii) due to an event of default and acceleration for the Class A(2008-3) notes or (iii) on the legal
maturity date for the Class A(2008-3) notes, as described in "Sources of Funds to Pay the Notes—Sale
of Credit Card Receivables" in the prospectus, the Class A(2008-3) noteholders have recourse only to
the proceeds of that sale.
Accumulation Reserve Account
The issuing entity will establish an accumulation reserve subaccount to cover shortfalls in
investment earnings on amounts (other than prefunded amounts) on deposit in the principal funding
subaccount for the Class A(2008-3) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class
A(2008-3) notes is zero, unless more than one budgeted deposit is required to accumulate and pay the
principal of the Class A(2008-3) notes on its expected principal payment date, in which case, the
amount targeted to be deposited is 0.5% of the outstanding dollar principal amount of the Class
A(2008-3) notes, or another amount designated by the issuing entity. See "Sources of Funds to Pay
the Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits to the Accumulation
Reserve Account" in the prospectus.
Shared Excess Available Funds
The BAseries will be included in "Group A." In addition to the BAseries, the issuing entity
may issue other series of notes that are included in Group A. As of the date of this prospectus
supplement, the BAseries is the only series of notes issued by the issuing entity.
To the extent that Available Funds allocated to the BAseries are available after all
required applications of those amounts as described in "Sources of Funds to Pay the Notes—Deposit and
Application of Funds for the BAseries—Application of BAseries Available Funds" in the prospectus,
these unused Available Funds, referred to as shared excess available funds, will be applied to cover
shortfalls in Available Funds for other series of notes in Group A. In addition, the BAseries may
receive the benefits of shared excess available funds from other series in Group A, to the extent
Available Funds for those other series of notes are not needed for those series. See "Sources of
Funds to Pay the Notes—The Collateral Certificate," and "—Deposit and Application of Funds
for the BAseries—Shared Excess Available Funds" in the prospectus.
Stock Exchange Listing
The issuing entity will apply to list the Class A(2008-3) notes on a stock exchange in
Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or
that, if accepted, the listing will be maintained. To determine whether the Class A(2008-3) notes
are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust
S-18
Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, telephone number:
(302) 651-1000.
Ratings
The issuing entity will issue the Class A(2008-3) notes only if they are rated at least
"AAA" or "Aaa" or its equivalent by at least one nationally recognized rating agency.
Other tranches of Class A notes may have different rating requirements from the
Class A(2008-3) notes.
A rating addresses the likelihood of the payment of interest on a note when due and the
ultimate payment of principal of that note by its legal maturity date. A rating does not address the
likelihood of payment of principal of a note on its expected principal payment date. In addition, a
rating does not address the possibility of an early payment or acceleration of a note, which could be
caused by an early redemption event or an event of default. A rating is not a recommendation to buy,
sell or hold notes and may be subject to revision or withdrawal at any time by the assigning rating
agency. Each rating should be evaluated independently of any other rating.
See "Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value
could decrease" in the prospectus.
Underwriting
Subject to the terms and conditions of the underwriting agreement for the
Class A(2008-3) notes, the issuing entity has agreed to sell to each of the underwriters named below,
and each of those underwriters has severally agreed to purchase, the principal amount of the Class
A(2008-3) notes set forth opposite its name:
Underwriters Principal Amount
________________________________________________________________________________________________________________
Banc of America Securities LLC.......................................................... $ 250,000,000
Barclays Capital Inc.................................................................... 250,000,000
Credit Suisse Securities (USA) LLC...................................................... 250,000,000
Deutsche Bank Securities Inc............................................................ 250,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................................... 250,000,000
Total.......................................................................... $ 1,250,000,000
The several underwriters have agreed, subject to the terms and conditions of the
underwriting agreement, to purchase all $1,250,000,000 of the aggregate principal amount of the Class
A(2008-3) notes if any of the Class A(2008-3) notes are purchased.
S-19
The underwriters have advised the issuing entity that the several underwriters propose to
offer the Class A(2008-3) notes to the public at the public offering price determined by the several
underwriters and set forth on the cover page of this prospectus supplement and to offer the
Class A(2008-3) notes to certain dealers at that public offering price less a concession not in excess
of [•]% of the principal amount of the Class A(2008-3) notes. The underwriters may allow, and those
dealers may reallow to other dealers, a concession not in excess of [•]% of the principal amount.
After the initial public offering, the public offering price and other selling terms may be
changed by the underwriters.
Each underwriter of the Class A(2008-3) notes has agreed that:
• it has complied and will comply with all applicable provisions of the Financial Services
and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the
Class A(2008-3) notes in, from or otherwise involving the United Kingdom; and
• it has only communicated or caused to be communicated and it will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it in connection with the
issue or sale of any Class A(2008-3) notes in circumstances in which Section 21(1) of
the FSMA does not apply to the issuing entity.
In connection with the sale of the Class A(2008-3) notes, the underwriters may engage in:
• over-allotments, in which members of the syndicate selling the Class A(2008-3) notes
sell more notes than the issuing entity actually sold to the syndicate, creating a
syndicate short position;
• stabilizing transactions, in which purchases and sales of the Class A(2008-3) notes may
be made by the members of the selling syndicate at prices that do not exceed a specified
maximum;
• syndicate covering transactions, in which members of the selling syndicate purchase the
Class A(2008-3) notes in the open market after the distribution has been completed in
order to cover syndicate short positions; and
• penalty bids, by which the underwriter reclaims a selling concession from a syndicate
member when any of the Class A(2008-3) notes originally sold by that syndicate member
are purchased in a syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may cause
the price of the Class A(2008-3) notes to be higher than it would otherwise be. These transactions,
if commenced, may be discontinued at any time.
S-20
The issuing entity, Funding and FIA will, jointly and severally, indemnify the underwriters
and their controlling persons against certain liabilities, including liabilities under applicable
securities laws, or contribute to payments the underwriters may be required to make in respect of
those liabilities.
Banc of America Securities LLC, one of the underwriters of the Class A(2008-3) notes, is an
affiliate of each of FIA and Funding. Affiliates of FIA, Funding and Banc of America Securities LLC
may purchase all or a portion of the Class A(2008-3) notes. Any Class A(2008-3) notes purchased by
such an affiliate may in certain circumstances be resold to an unaffiliated party at prices related to
prevailing market prices at the time of such resale. In connection with such resale, such affiliate
may be deemed to be participating in a distribution of the Class A(2008-3) notes, or an agent participating
in the distribution of the Class A(2008-3) notes, and such affiliate may be deemed to be an "underwriter"
of the Class A(2008-3) notes under the Securities Act of 1933. In such circumstances any profit realized
by such affiliate on such resale may be deemed to be underwriting discounts and commissions.
Proceeds to the issuing entity from the sale of the Class A(2008-3) notes and the
underwriting discount are set forth on the cover page of this prospectus supplement. Proceeds to the
issuing entity from the sale of the Class A(2008-3) notes will be paid to Funding. See "Use of
Proceeds" in the prospectus. Additional offering expenses, which will be paid by Funding, are
estimated to be $700,000.
S-21
Annex I
The Master Trust II Portfolio
The information provided in this Annex I is an integral part of the prospectus supplement,
and is incorporated by reference into the prospectus supplement.
General
The receivables conveyed to master trust II arise in accounts selected from the Bank
Portfolio on the basis of criteria set forth in the master trust II agreement as applied on the
Cut-Off Date or, for additional accounts, as of the date of their designation. The transferor has
the right, subject to certain limitations and conditions set forth therein, to designate from time to
time additional accounts and to transfer to master trust II all receivables of those additional
accounts. Any additional accounts designated must be Eligible Accounts as of the date the transferor
designates those accounts as additional accounts. See "Receivables Transfer Agreements Generally"
and "Master Trust II—The Receivables" in the prospectus.
As owner of the credit card accounts, FIA retains the right to change various credit card
account terms (including finance charges and other fees it charges and the required minimum monthly
payment). FIA has no restrictions on its ability to change the terms of the credit card accounts
except as described in this prospectus supplement or in the accompanying prospectus. See "Risk
Factors—FIA may change the terms of the credit card accounts in a way that reduces or slows
collections. These changes may result in reduced, accelerated or delayed payments to you" in the
prospectus. Changes in relevant law, changes in the marketplace or prudent business practices could
cause FIA to change credit card account terms. See "FIA's Credit Card Activities—Origination,
Account Acquisition, Credit Lines and Use of Credit Card Accounts" in the prospectus for a
description of how credit card account terms can be changed.
Static pool information regarding the performance of the receivables in master trust II is
being provided through an Internet Web site at http://bofa.com/cardabs. See "Where You Can Find More
Information" in the accompanying prospectus. Static pool information regarding the performance of
the receivables in master trust II was not organized or stored within FIA's computer systems for
periods prior to January 1, 2006 and cannot be obtained without unreasonable expense or effort.
Since January 1, 2006, FIA has stored static pool information relating to delinquency, charge-off,
yield and payment rate performance for the receivables in master trust II and, beginning with the
calendar quarter ended March 31, 2006, this information is presented through the above-referenced
Internet Web site and will be updated on a quarterly basis. FIA anticipates that this information
will ultimately be presented for the five most recent calendar years of account originations. As a
result, the full array of static pool information relating to the Master Trust II Portfolio will not
be available until 2011.
Delinquency and Principal Charge-Off Experience
FIA's procedures for determining whether an account is contractually delinquent, including a
description of its collection efforts with regard to delinquent accounts, are described under "FIA's
Credit Card Portfolio—Delinquencies and Collection Efforts" in the prospectus. Similarly, FIA's
procedures for charging-off and writing-off accounts is described under "FIA's Credit Card
Portfolio—Charge-Off Policy" in the prospectus.
A-I-1
The following table sets forth the delinquency experience for cardholder payments on the
credit card accounts comprising the Master Trust II Portfolio for each of the dates shown. The
receivables outstanding on the accounts consist of all amounts due from cardholders as posted to the
accounts as of the date shown. We cannot provide any assurance that the delinquency experience for
the receivables in the future will be similar to the historical experience set forth below.
Delinquency Experience
Master Trust II Portfolio
(Dollars in Thousands)
December 31,
______________________________________________________________________________________________________
2007 2006 2005
______________________________________________________________________________________________________
Percentage of Percentage of Percentage of
Total Total Total
Receivables Receivables Receivables Receivables Receivables Receivables
______________________________________________________________________________________________________
Receivables Outstanding... $95,877,453 $ 84,883,880 $ 73,475,619
Receivables Delinquent:
30-59 Days............. $1,612,761 1.69% $ 1,347,801 1.58% $ 998,589 1.35%
60-89 Days............. 1,140,602 1.19 845,845 1.00 621,535 0.85
90-119 Days............ 912,803 0.95 683,639 0.81 490,511 0.67
120-149 Days........... 796,894 0.83 600,687 0.71 455,614 0.62
150-179 Days........... 865,652 0.90 634,466 0.75 475,357 0.65
180 or More Days....... 2,302 0.00 1,790 0.00 1,104 0.00
Total............... $5,331,014 5.56% $ 4,114,228 4.85% $ 3,042,710 4.14%
December 31,
____________________________________________________________________
2004 2003
____________________________________________________________________
Percentage of Percentage of
Total Total
Receivables Receivables Receivables Receivables
____________________________________________________________________
Receivables
Outstanding............................................ $ 73,981,346 $ 77,426,846
Receivables
Delinquent:
30-59 Days............................................. $ 1,171,256 1.58% $ 1,202,508 1.55%
60-89 Days............................................. 798,616 1.08 825,924 1.07
90-119 Days............................................ 615,720 0.83 714,683 0.93
120-149 Days........................................... 547,761 0.74 671,119 0.87
150-179 Days........................................... 544,124 0.74 597,052 0.77
180 or More Days....................................... 1,986 0.00 3,510 0.00
Total............................................... $ 3,679,463 4.97% $ 4,014,796 5.19%
A-I-2
The following table sets forth the principal charge-off experience for cardholder payments
on the credit card accounts comprising the Master Trust II Portfolio for each of the periods shown.
Charge-offs consist of write-offs of principal receivables. If accrued finance charge receivables
that have been written off were included in total charge-offs, total charge-offs would be higher as
an absolute number and as a percentage of the average of principal receivables outstanding during the
periods indicated. Average principal receivables outstanding is the average of the daily principal
receivables balance during the periods indicated. We cannot provide any assurance that the
charge-off experience for the receivables in the future will be similar to the historical experience
set forth below.
Principal Charge-Off Experience
Master Trust II Portfolio
(Dollars in Thousands)
Year Ended December 31,
_____________________________________________________
2007 2006 2005
_____________________________________________________
Average Principal Receivables Outstanding....................... $ 88,530,981 $ 75,893,701 $ 68,633,103
Total Charge-Offs............................................... $ 4,688,291 $ 2,687,319 $ 4,028,454
Total Charge-Offs as a percentage of Average Principal
Receivables Outstanding................................... 5.30% 3.54% 5.87%
Year Ended December 31,
__________________________________
2004 2003
__________________________________
Average Principal Receivables Outstanding.......................................... $ 72,347,604 $ 70,695,439
Total Charge-Offs.................................................................. $ 3,996,412 $ 4,168,622
Total Charge-Offs as a percentage of Average
Principal Receivables Outstanding............................................ 5.52% 5.90%
Total charge-offs as a percentage of average principal receivables outstanding for the month
ended January 31, 2008 were 6.14% calculated as an annualized figure. Total charge-offs are total
principal charge-offs before recoveries and do not include any charge-offs of finance charge
receivables or the amount of any reductions in average daily principal receivables outstanding due to
fraud, returned goods, customer disputes or other miscellaneous adjustments. Recoveries are a
component of yield and are described below in "—Revenue Experience."
Revenue Experience
The following table sets forth the revenue experience for the credit card accounts from
finance charges, fees paid and interchange in the Master Trust II Portfolio for each of the periods
shown.
The revenue experience in the following table is calculated on a cash basis. Yield from
finance charges and fees and recoveries is the result of dividing finance charges and fees and
recoveries (net of expenses) by average daily principal receivables outstanding during the periods
indicated. Finance charges and fees are comprised of monthly cash collections of periodic finance
charges and other credit card fees including interchange.
A-I-3
Each month, FIA allocates amounts recovered (net of expenses) between its U.S. credit card
and consumer loan portfolios pro rata based on each portfolio's charge-offs during the prior month
relative to the combined charge-offs for both portfolios during the prior month. Once recoveries
have been so allocated to the U.S. credit card portfolio, the total amount of those recoveries that
are allocated to the Master Trust II Portfolio is determined by dividing the average total principal
receivables for the Master Trust II Portfolio for the related calendar month by the average total
principal receivables for the U.S. credit card portfolio for the same calendar month. Under the
master trust II agreement, recoveries allocated to the Master Trust II Portfolio and transferred to
Funding under the receivables purchase agreement are treated as collections of finance charge
receivables.
Revenue Experience
Master Trust II Portfolio
(Dollars in Thousands)
Year Ended December 31,
_________________________________________________________
2007 2006 2005
_________________________________________________________
Finance Charges and Fees............................... $ 16,928,285 $ 13,858,136 $ 12,730,706
Recoveries............................................. $ 532,006 $ 304,348 $ 312,462
Yield from Finance Charges and Fees and Recoveries..... 19.72% 18.66% 19.00%
Year Ended December 31,
_____________________________________
2004 2003
_____________________________________
Finance Charges and Fees................................................... $ 12,565,091 $ 12,172,680
Recoveries................................................................. $ 275,246 $ 252,765
Yield from Finance Charges and Fees and
Recoveries........................................................... 17.75% 17.58%
The yield on a cash basis will be affected by numerous factors, including the monthly
periodic finance charges on the receivables, the amount of fees, changes in the delinquency rate on
the receivables, the percentage of cardholders who pay their balances in full each month and do not
incur monthly periodic finance charges, and the percentage of credit card accounts bearing finance
charges at promotional rates. See "Risk Factors" in the prospectus.
The revenue from periodic finance charges and fees—other than annual fees—depends in part
upon the collective preference of cardholders to use their credit cards as revolving debt instruments
for purchases and cash advances and to pay account balances over several months—as opposed to
convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic
finance charges on their purchases—and upon other credit card related services for which the
cardholder pays a fee. Revenues from periodic finance charges and fees also depend on the types of
charges and fees assessed on the credit card accounts. Accordingly, revenue will be affected by
future changes in the types of charges and fees assessed on the accounts and on the types of
additional accounts added from time to time. These revenues could be adversely affected by future
changes in fees and charges assessed by FIA and other factors. See "FIA's Credit Card Activities" in
the prospectus.
A-I-4
Interchange
A percentage of the interchange for the Bank Portfolio attributed to cardholder charges for
goods and services in the accounts of master trust II will be transferred from FIA, through BACCS and
Funding, to master trust II. This interchange will be allocated to each series of master trust II
investor certificates based on its pro rata portion as measured by its Investor Interest of
cardholder charges for goods and services in the accounts of master trust II relative to the total
amount of cardholder charges for goods and services in the MasterCard, Visa and American Express
credit card accounts owned by FIA, as reasonably estimated by FIA.
MasterCard, Visa and American Express may from time to time change the amount of interchange
reimbursed to banks issuing their credit cards. Interchange will be treated as collections of
finance charge receivables. Under the circumstances described herein, interchange will be used to
pay a portion of the Investor Servicing Fee required to be paid on each Transfer Date. See "Master
Trust II—Servicing Compensation and Payment of Expenses" and "FIA's Credit Card Activities—Interchange"
in the prospectus.
Principal Payment Rates
The following table sets forth the highest and lowest cardholder monthly principal payment
rates for the Master Trust II Portfolio during any month in the periods shown and the average
cardholder monthly principal payment rates for all months during the periods shown, in each case
calculated as a percentage of total beginning monthly account principal balances during the periods
shown. Principal payment rates shown in the table are based on amounts which are deemed payments of
principal receivables with respect to the accounts.
Cardholder Monthly Principal Payment Rates
Master Trust II Portfolio
Year Ended December 31,
__________________________________________________________________
2007 2006 2005 2004 2003
__________________________________________________________________
Lowest Month............ 15.39% 16.02% 15.31% 13.95% 12.73%
Highest Month........... 17.84% 18.20% 17.15% 16.47% 14.71%
Monthly Average......... 16.60% 16.78% 16.30% 15.05% 13.84%
FIA's billing and payment procedures are described under "FIA's Credit Card
Portfolio—Billing and Payments" in the prospectus. We cannot provide any assurance that the
cardholder monthly principal payment rates in the future will be similar to the historical experience
set forth above. In addition, the amount of collections of receivables may vary from month to month
due to seasonal variations, general economic conditions and payment habits of individual cardholders.
Funding, as transferor, has the right, subject to certain limitations and conditions, to
designate certain removed credit card accounts and to require the master trust II trustee to reconvey
all receivables in those removed credit card accounts to the transferor. Once an account is removed,
receivables existing or arising under that credit card account are not transferred to master trust II.
A-I-5
Renegotiated Loans and Re-Aged Accounts
FIA may modify the terms of its credit card agreements with cardholders who have experienced
financial difficulties by offering them renegotiated loan programs, which include placing them on
nonaccrual status, reducing interest rates, or providing any other concession in terms. In addition,
a cardholder's account may be re-aged to remove existing delinquency. For a detailed description of
renegotiated loans and re-aged accounts, see "FIA's Credit Card Portfolio—Renegotiated Loans and
Re-Aged Accounts" in the prospectus.
The Receivables
The following tables summarize the Master Trust II Portfolio by various criteria as of the
beginning of the day on March 1, 2008. Because the future composition of the Master Trust II
Portfolio may change over time, neither these tables nor the information contained in "Class
A(2008-3) Summary—Assets—Accounts and Receivables" describe the composition of the Master Trust II
Portfolio at any future time. If the composition of the Master Trust II Portfolio changes over time,
noteholders will not be notified of such change. For example, there can be no assurance that the
anticipated changes in servicing procedures as a result of the merger between Bank of America
Corporation and MBNA Corporation will not cause the composition of the Master Trust II Portfolio in
the future to be different than the composition of the Master Trust II Portfolio described in this
section. See "Risk Factors—FIA may change the terms of the credit card accounts in a way that
reduces or slows collections. These changes may result in reduced, accelerated or delayed payments
to you" in the prospectus. However, monthly reports containing information on the notes and the
collateral securing the notes will be filed with the Securities and Exchange Commission. See "Where
You Can Find More Information" in the prospectus for information as to how these reports may be
accessed.
A-I-6
Composition by Account Balance
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number Total
Account Balance Range Accounts of Accounts Receivables Receivables
_____________________________________________________________________________________________________________________
Credit Balance........................... 1,053,599 1.8% $ (120,247,761) (0.1)%
No Balance............................... 34,672,390 59.8 0 0.0
$ .01-$ 5,000.00.............. 15,641,133 26.9 22,532,152,629 22.3
$ 5,000.01-$10,000.00................... 3,743,523 6.4 26,767,915,509 26.5
$10,000.01-$15,000.00.................... 1,502,247 2.6 18,301,656,220 18.1
$15,000.01-$20,000.00.................... 705,353 1.2 12,174,985,625 12.1
$20,000.01-$25,000.00.................... 351,267 0.6 7,821,988,192 7.7
$25,000.01 or More....................... 381,130 0.7 13,481,736,612 13.4
Total............................... 58,050,642 100.0% $100,960,187,026 100.0%
Composition by Credit Limit
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number Total
Credit Limit Range Accounts of Accounts Receivables Receivables
____________________________________________________________________________________________________________________
Less than or equal to $5,000.00.......... 12,331,346 21.2% $ 7,390,846,023 7.3%
$ 5,000.01-$10,000.00................... 13,075,528 22.5 16,481,107,407 16.3
$10,000.01-$15,000.00.................... 10,346,757 17.8 16,726,616,716 16.6
$15,000.01-$20,000.00.................... 8,759,202 15.1 16,350,137,749 16.2
$20,000.01-$25,000.00.................... 6,589,617 11.4 16,550,382,880 16.4
$25,000.01 or More....................... 6,948,192 12.0 27,461,096,251 27.2
Total............................... 58,050,642 100.0% $100,960,187,026 100.0%
Composition by Period of Delinquency
Master Trust II Portfolio
Percentage of Percentage of
Period of Delinquency Number of Total Number Total
(Days Contractually Delinquent) Accounts of Accounts Receivables Receivables
_____________________________________________________________________________________________________________________
Not Delinquent........................... 56,450,619 97.3% $91,155,308,231 90.4%
Up to 29 Days............................ 709,011 1.2 3,964,027,471 3.9
30 to 59 Days............................ 264,787 0.5 1,659,311,938 1.6
60 to 89 Days............................ 185,870 0.3 1,249,337,897 1.2
90 to 119 Days........................... 156,694 0.3 1,016,015,578 1.0
120 to 149 Days.......................... 140,597 0.2 929,862,179 0.9
150 to 179 Days.......................... 142,616 0.2 982,905,558 1.0
180 or More Days......................... 448 0.0 3,418,174 0.0
Total............................... 58,050,642 100.0% $100,960,187,026 100.0%
A-I-7
Composition by Account Age
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number Total
Account Age Accounts of Accounts Receivables Receivables
______________________________________________________________________________________________________________________
Not More than 6 Months.................. 405,041 0.7% $ 924,082,677 0.9%
Over 6 Months to 12 Months.............. 893,590 1.5 2,008,410,814 2.0
Over 12 Months to 24 Months............. 4,066,079 7.0 7,139,645,133 7.1
Over 24 Months to 36 Months............. 5,324,719 9.2 10,095,457,644 10.0
Over 36 Months to 48 Months............. 5,716,246 9.8 11,235,943,286 11.1
Over 48 Months to 60 Months............. 6,620,511 11.4 11,354,702,739 11.2
Over 60 Months to 72 Months............. 4,555,990 7.8 7,680,413,142 7.6
Over 72 Months.......................... 30,468,466 52.6 50,521,531,591 50.1
Total.............................. 58,050,642 100.0% $ 100,960,187,026 100.0%
Geographic Distribution of Accounts
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number Total
State Accounts of Accounts Receivables Receivables
_____________________________________________________________________________________________________________________
California.............................. 7,094,382 12.2% $ 13,710,577,501 13.6%
Florida................................. 4,773,970 8.2 8,314,911,365 8.2
New York................................ 3,666,011 6.3 6,212,582,776 6.2
Texas................................... 3,503,615 6.0 6,828,740,028 6.8
Pennsylvania............................ 3,031,813 5.2 4,276,307,204 4.2
New Jersey.............................. 2,386,089 4.1 4,091,780,315 4.1
Illinois................................ 2,066,413 3.6 3,417,953,883 3.4
Virginia................................ 1,980,093 3.4 3,239,885,174 3.2
Ohio.................................... 1,924,054 3.3 3,032,154,902 3.0
Georgia................................. 1,873,533 3.2 3,767,221,421 3.7
Other................................... 25,750,669 44.5 44,068,072,457 43.6
Total.............................. 58,050,642 100.0% $ 100,960,187,026 100.0%
Since the largest number of cardholders (based on billing address) whose accounts were
included in master trust II as of March 1, 2008 were in California, Florida, New York, Texas and
Pennsylvania, adverse changes in the economic conditions in these areas could have a direct impact on
the timing and amount of payments on the notes.
A-I-8
FICO. The following table sets forth the FICO®* score on each account in the Master Trust
II Portfolio, to the extent available, as refreshed during the six month period ended December 31,
2007. Receivables, as presented in the following table, are determined as of December 31, 2007. A
FICO score is a measurement determined by Fair, Isaac & Company using information collected by the
major credit bureaus to assess credit risk. FICO scores may change over time, depending on the
conduct of the debtor and changes in credit score technology. Because the future composition and
product mix of the Master Trust II Portfolio may change over time, this table is not necessarily
indicative of the composition of the Master Trust II Portfolio at any specific time in the future.
Data from an independent credit reporting agency, such as FICO score, is one of several
factors that, if available, will be used by FIA in its credit scoring system to assess the credit
risk associated with each applicant. See "FIA's Credit Card Activities—Origination, Account
Acquisition, Credit Lines and Use of Credit Card Accounts" in the prospectus. At the time of account
origination, FIA will request information, including a FICO score, from one or more independent
credit bureaus. FICO scores may be different from one bureau to another. For some cardholders, FICO
scores may be unavailable. FICO scores are based on independent third party information, the
accuracy of which cannot be verified.
The table below sets forth refreshed FICO scores from a single credit bureau.
Composition by FICO Score
Master Trust II Portfolio
Percentage of Total
FICO Score Receivables Receivables
____________________________________________________________________________________________________________________
Over 720...................................................... $34,861,701,779 36.3%
661-720....................................................... 33,249,890,932 34.7
601-660....................................................... 16,062,662,536 16.8
Less than or equal to 600..................................... 10,541,765,304 11.0
Unscored...................................................... 1,161,432,112 1.2
TOTAL......................................................... $95,877,452,663 100.0%
A FICO score is an Equifax Beacon 96 FICO Score.
A "refreshed" FICO score means the FICO score determined by Equifax during the six month
period ended December 31, 2007.
A credit card account that is "unscored" means that a FICO score was not obtained for such
account during the six month period ended December 31, 2007.
___________________
*FICO® is a federally registered servicemark of Fair, Isaac & Company.
A-I-9
Annex II
Outstanding Series, Classes and Tranches of Notes
The information provided in this Annex II is an integral part of the prospectus supplement, and is incorporated by reference into
the prospectus supplement.
BAseries
Class A Notes
Expected
Issuance Nominal Principal Legal
Class A Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
_______________________________________________________________________________________________________________________________________________
Class A(2001-2) 7/26/01 $ 500,000,000 One Month LIBOR + 0.25% July 2011 December 2013
Class A(2001-Emerald) 8/15/01 Up to $10,317,000,000(1) - - -
Class A(2001-5) 11/8/01 $ 500,000,000 One Month LIBOR + 0.21% October 2008 March 2011
Class A(2002-2) 3/27/02 $ 656,175,000 Not to exceed Three Month LIBOR + 0.35%(2) February 17, 2012 July 17, 2014
Class A(2002-3) 4/24/02 $ 750,000,000 One Month LIBOR + 0.24% April 2012 September 2014
Class A(2002-5) 5/30/02 $ 750,000,000 One Month LIBOR + 0.18% May 2009 October 2011
Class A(2002-7) 7/25/02 $ 497,250,000 Not to exceed Three Month LIBOR + 0.25%(3) July 17, 2009 December 19, 2011
Class A(2002-8) 7/31/02 $ 400,000,000 Three Month LIBOR + 0.15% July 2009 December 2011
Class A(2002-11) 10/30/02 $ 490,600,000 Not to exceed Three Month LIBOR + 0.35%(4) October 19, 2009 March 19, 2012
Class A(2003-3) 4/10/03 $ 750,000,000 One Month LIBOR + 0.12% March 2008 August 2010
Class A(2003-4) 4/24/03 $ 750,000,000 One Month LIBOR + 0.22% April 2010 September 2012
Class A(2003-5) 5/21/03 $ 548,200,000 Not to exceed Three Month LIBOR + 0.35%(5) April 19, 2010 September 19, 2012
Class A(2003-6) 6/4/03 $ 500,000,000 2.75% May 2008 October 2010
Class A(2003-7) 7/8/03 $ 650,000,000 2.65% June 2008 November 2010
Class A(2003-8) 8/5/03 $ 750,000,000 One Month LIBOR + 0.19% July 2010 December 2012
Class A(2003-9) 9/24/03 $ 1,050,000,000 One Month LIBOR + 0.13% September 2008 February 2011
Class A(2003-10) 10/15/03 $ 500,000,000 One Month LIBOR + 0.26% October 2013 March 2016
Class A(2003-11) 11/6/03 $ 500,000,000 3.65% October 2008 March 2011
Class A(2003-12) 12/18/03 $ 500,000,000 One Month LIBOR + 0.11% December 2008 May 2011
Class A(2004-1) 2/26/04 $ 752,760,000 Not to exceed Three Month LIBOR + 0.30%(6) January 17, 2014 June 17, 2016
Class A(2004-2) 2/25/04 $ 600,000,000 One Month LIBOR + 0.15% February 2011 July 2013
Class A(2004-3) 3/17/04 $ 700,000,000 One Month LIBOR + 0.26% March 2019 August 2021
Class A(2004-5) 5/25/04 $ 1,015,240,000 Not to exceed Three Month LIBOR + 0.25%(7) May 18, 2011 October 17, 2013
Class A(2004-6) 6/17/04 $ 500,000,000 One Month LIBOR + 0.14% June 2011 November 2013
Class A(2004-7) 7/28/04 $ 900,000,000 One Month LIBOR + 0.10% July 2009 December 2011
Class A(2004-8) 9/14/04 $ 500,000,000 One Month LIBOR + 0.15% August 2011 January 2014
Class A(2004-9) 10/1/04 $ 672,980,000 Not to exceed One Month LIBOR + 0.20%(8) September 19, 2011 February 20, 2014
Class A(2004-10) 10/27/04 $ 500,000,000 One Month LIBOR + 0.08% October 2009 March 2012
(continued on next page)
(1) Subject to increase.
(2) Class A(2002-2) noteholders will receive interest at 5.60% on an outstanding euro principal
amount of €750,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2002-2) notes.
(3) Class A(2002-7) noteholders will receive interest at Three Month EURIBOR + 0.15% on an
outstanding euro principal amount of €500,000,000, pursuant to the terms of a currency and interest
rate swap applicable only to the Class A(2002-7) notes.
(4) Class A(2002-11) noteholders will receive interest at Three Month EURIBOR + 0.25% on an
outstanding euro principal amount of €500,000,000, pursuant to the terms of a currency and interest
rate swap applicable only to the Class A(2002-11) notes.
(5) Class A(2003-5) noteholders will receive interest at 4.15% on an outstanding euro principal
amount of €500,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2003-5) notes.
(6) Class A(2004-1) noteholders will receive interest at 4.50% on an outstanding euro principal
amount of €600,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2004-1) notes.
(7) Class A(2004-5) noteholders will receive interest at Three Month EURIBOR + 0.15% on an
outstanding euro principal amount of €850,000,000, pursuant to the terms of a currency and interest
rate swap applicable only to the Class A(2004-5) notes.
(8) Class A(2004-9) noteholders will receive interest at One Month EURIBOR + 0.11% on an outstanding
euro principal amount of €550,000,000, pursuant to the terms of a currency and interest rate swap
applicable only to the Class A(2004-9) notes.
A-II-1
BAseries
Class A Notes (continued from previous page)
Expected
Issuance Nominal Principal Legal
Class A Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
______________________________________________________________________________________________________________________________________________
Class A(2005-1) 4/20/05 $ 750,000,000 4.20% April 2008 September 2010
Class A(2005-2) 5/19/05 $ 500,000,000 One Month LIBOR + 0.08% May 2012 October 2014
Class A(2005-3) 6/14/05 $ 600,000,000 4.10% May 2010 October 2012
Class A(2005-4) 7/7/05 $ 800,000,000 One Month LIBOR + 0.04% June 2010 November 2012
Class A(2005-5) 8/11/05 $ 1,500,000,000 One Month LIBOR + 0.00% July 2008 December 2010
Class A(2005-6) 8/25/05 $ 500,000,000 4.50% August 2010 January 2013
Class A(2005-7) 9/29/05 $ 1,000,000,000 4.30% September 2008 February 2011
Class A(2005-8) 10/12/05 $ 850,000,000 One Month LIBOR + 0.02% September 2009 February 2012
Class A(2005-9) 11/17/05 $ 1,000,000,000 One Month LIBOR + 0.04% November 2010 April 2013
Class A(2005-10) 11/29/05 $ 400,000,000 One Month LIBOR + 0.06% June 2013 November 2015
Class A(2005-11) 12/16/05 $ 500,000,000 One Month LIBOR + 0.04% December 2010 May 2013
Class A(2006-1) 2/15/06 $ 1,600,000,000 4.90% February 2009 July 2011
Class A(2006-2) 3/7/06 $ 550,000,000 One Month LIBOR + 0.06% January 2013 June 2015
Class A(2006-3) 3/30/06 $ 750,000,000 One Month LIBOR + 0.02% March 2010 August 2012
Class A(2006-4) 5/31/06 $ 2,500,000,000 One Month LIBOR - 0.01% April 2009 September 2011
Class A(2006-5) 6/9/06 $ 700,000,000 One Month LIBOR + 0.06% May 2013 October 2015
Class A(2006-6) 7/20/06 $ 2,000,000,000 One Month LIBOR + 0.03% June 2011 November 2013
Class A(2006-7) 7/28/06 $ 375,000,000 One Month LIBOR + 0.04% July 2014 December 2016
Class A(2006-8) 8/9/06 $ 725,000,000 One Month LIBOR + 0.03% December 2013 May 2016
Class A(2006-9) 8/30/06 $ 1,750,000,000 One Month LIBOR + 0.01% September 2010 February 2013
Class A(2006-10) 9/19/06 $ 750,000,000 One Month LIBOR - 0.02% September 2009 February 2012
Class A(2006-11) 9/26/06 $ 520,000,000 One Month LIBOR + 0.03% November 2013 April 2016
Class A(2006-12) 10/16/06 $ 1,000,000,000 One Month LIBOR + 0.02% October 2011 March 2014
Class A(2006-13) 11/14/06 $ 275,000,000 One Month LIBOR + 0.02% December 2013 May 2016
Class A(2006-14) 11/28/06 $ 1,350,000,000 One Month LIBOR + 0.06% November 2013 April 2016
Class A(2006-15) 12/13/06 $ 1,000,000,000 One Month LIBOR + 0.00% November 2011 April 2014
Class A(2006-16) 12/19/06 $ 1,000,000,000 4.72% December 2010 May 2013
Class A(2007-1) 1/18/07 $ 500,000,000 5.17% January 2017 June 2019
Class A(2007-2) 2/16/07 $ 2,500,000,000 One Month LIBOR +0.02% January 2011 June 2013
Class A(2007-3) 3/20/07 $ 515,000,000 One Month LIBOR + 0.02% June 2014 November 2016
Class A(2007-4) 3/20/07 $ 300,000,000 One Month LIBOR + 0.04% June 2017 November 2019
Class A(2007-5) 3/20/07 $ 396,927,017 Not to exceed One Month LIBOR + 0.03%(9) March 2014 August 2016
Class A(2007-6) 4/12/07 $ 750,000,000 One Month LIBOR + 0.06% April 2014 September 2016
Class A(2007-7) 5/16/07 $ 1,750,000,000 One Month LIBOR + 0.00% March 2010 August 2012
Class A(2007-8) 6/22/07 $ 500,000,000 5.59% June 2012 November 2014
Class A(2007-9) 7/19/07 $ 1,250,000,000 One Month LIBOR + 0.04% June 2012 November 2014
Class A(2007-10) 7/26/07 $ 750,000,000 One Month LIBOR + 0.07% July 2014 December 2016
Class A(2007-11) 8/2/07 $ 400,000,000 One Month LIBOR + 0.07% July 2017 December 2019
Class A(2007-12) 8/22/07 $ 2,000,000,000 One Month LIBOR + 0.20% August 2010 January 2013
Class A(2007-13) 10/12/07 $ 2,000,000,000 One Month LIBOR + 0.22% November 2009 April 2012
Class A(2007-14) 11/27/07 $ 1,700,000,000 One Month LIBOR + 0.30% November 2012 April 2015
Class A(2007-15) 11/27/07(10)$ 1,450,000,000(10) One Month LIBOR + 0.35% November 2014 April 2017
Class A(2008-1) 1/29/08(11) $ 2,500,000,000(11) One Month LIBOR + 0.58% November 2010 April 2013
* Class A(2008-2) 3/14/08 $ 1,250,000,000 One Month LIBOR + 1.30% March 2016 August 2018
* Expected issuance.
(9) Class A(2007-5) noteholders will receive interest at Three Month JPY-LIBOR + 0.00% on an
outstanding yen principal amount of ¥46,500,000,000, pursuant to the terms of a currency and interest
rate swap applicable only to the Class A(2007-5) notes.
(10) Of the $1,450,000,000 principal amount of the Class A(2007-15) Notes, $1,250,000,000 was issued
on November 27, 2007, and $200,000,000 was issued on January 17, 2008.
(11) Of the $2,500,000,000 principal amount of the Class A(2008-1) Notes, $2,000,000,000 was issued
on January 29, 2008, and $500,000,000 was issued on February 8, 2008.
A-II-2
BAseries
Class B Notes
Expected
Nominal Principal Legal
Class B Issuance Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
________________________________________________________________________________________________________________________________________________
Class B(2003-2) 6/12/03 $ 200,000,000 One Month LIBOR + 0.39% May 2008 October 2010
Class B(2003-3) 8/20/03 $ 200,000,000 One Month LIBOR + 0.375% August 2008 January 2011
Class B(2003-4) 10/15/03 $ 331,650,000 Not to exceed Three Month LIBOR + 0.85%(1) September 18, 2013 February 17, 2016
Class B(2003-5) 10/2/03 $ 150,000,000 One Month LIBOR + 0.37% September 2008 February 2011
Class B(2004-1) 4/1/04 $ 350,000,000 4.45% March 2014 August 2016
Class B(2004-2) 8/11/04 $ 150,000,000 One Month LIBOR + 0.39% July 2011 December 2013
Class B(2005-1) 6/22/05 $ 125,000,000 One Month LIBOR + 0.29% June 2012 November 2014
Class B(2005-2) 8/11/05 $ 200,000,000 One Month LIBOR + 0.18% July 2010 December 2012
Class B(2005-3) 11/9/05 $ 150,962,500 Not to exceed One Month LIBOR + 0.40%(2) October 19, 2015 March 19, 2018
Class B(2005-4) 11/2/05 $ 150,000,000 4.90% October 2008 March 2011
Class B(2006-1) 3/3/06 $ 250,000,000 One Month LIBOR + 0.22% February 2013 July 2015
Class B(2006-2) 3/24/06 $ 500,000,000 Not to exceed One Month LIBOR + 0.25% March 2013 August 2015
Class B(2006-3) 8/22/06 $ 300,000,000 One Month LIBOR + 0.08% August 2009 January 2012
Class B(2006-4) 11/14/06 $ 250,000,000 One Month LIBOR + 0.08% October 2009 March 2012
Class B(2007-1) 1/26/07 $ 450,000,000 One Month LIBOR + 0.08% January 2010 June 2012
Class B(2007-2) 1/31/07 $ 250,000,000 One Month LIBOR + 0.20% January 2014 June 2016
Class B(2007-3) 3/30/07 $ 175,000,000 One Month LIBOR + 0.20% March 2014 August 2016
Class B(2007-4) 5/15/07(3) $ 425,000,000(3) One Month LIBOR + 0.09% April 2010 September 2012
Class B(2007-5) 10/11/07 $ 275,000,000 One Month LIBOR + 0.60% October 2009 March 2012
Class B(2007-6) 11/16/07 $ 150,000,000 One Month LIBOR + 0.51% November 2009 April 2012
Class B(2008-1) 1/17/08 $ 200,000,000 One Month LIBOR + 1.50% January 2013 June 2015
Class B(2008-2) 2/14/08 $ 450,000,000 One Month LIBOR + 3.00% February 2011 July 2013
(1) Class B(2003-4) noteholders will receive interest at 5.45% on an outstanding sterling principal
amount of £200,000,000, pursuant to the terms of a currency and interest rate swap applicable only to
the Class B(2003-4) notes.
(2) Class B(2005-3) noteholders will receive interest at Three Month EURIBOR + 0.30% on an
outstanding euro principal amount of €125,000,000, pursuant to the terms of a currency and interest
rate swap applicable only to the Class B(2005-3) notes.
(3) Of the $425,000,000 principal amount of the Class B(2007-4) Notes, $250,000,000 was issued on
May 15, 2007, and $175,000,000 was issued on June 22, 2007.
A-II-3
BAseries
Class C Notes
Expected
Issuance Nominal Liquidation Principal Payment
Class C Date Amount Note Interest Rate Date Legal Maturity Date
________________________________________________________________________________________________________________________________________________
Class C(2001-2) 7/12/01 $ 100,000,000 Not to exceed One Month LIBOR + 1.15% July 2008 December 2010
Class C(2002-1) 2/28/02 $ 250,000,000 6.80% February 2012 July 2014
Class C(2002-3) 6/12/02 $ 200,000,000 One Month LIBOR + 1.35% May 2012 October 2014
Class C(2002-6) 10/29/02 $ 50,000,000 One Month LIBOR + 2.00% October 2012 March 2015
Class C(2002-7) 10/29/02 $ 50,000,000 6.70% October 2012 March 2015
Class C(2003-1) 2/4/03 $ 200,000,000 One Month LIBOR + 1.70% January 2010 June 2012
Class C(2003-3) 5/8/03 $ 175,000,000 One Month LIBOR + 1.35% May 2008 October 2010
Class C(2003-4) 6/19/03 $ 327,560,000 Not to exceed Three Month LIBOR + 2.05%(1) May 17, 2013 October 19, 2015
Class C(2003-5) 7/2/03 $ 100,000,000 One Month LIBOR + 1.18% June 2008 November 2010
Class C(2003-6) 7/30/03 $ 250,000,000 One Month LIBOR + 1.18% July 2008 December 2010
Class C(2003-7) 11/5/03 $ 100,000,000 One Month LIBOR + 1.35% October 2013 March 2016
Class C(2004-1) 3/16/04 $ 200,000,000 One Month LIBOR + 0.78% February 2011 July 2013
Class C(2004-2) 7/1/04 $ 275,000,000 One Month LIBOR + 0.90% June 2014 November 2016
Class C(2005-1) 6/1/05 $ 125,000,000 One Month LIBOR + 0.41% May 2010 October 2012
Class C(2005-2) 9/22/05 $ 150,000,000 One Month LIBOR + 0.35% September 2010 February 2013
Class C(2005-3) 10/20/05 $ 300,000,000 One Month LIBOR + 0.27% October 2008 March 2011
Class C(2006-1) 2/17/06 $ 350,000,000 One Month LIBOR + 0.42% February 2013 July 2015
Class C(2006-2) 3/17/06 $ 225,000,000 One Month LIBOR + 0.30% March 2011 August 2013
Class C(2006-3) 5/31/06 $ 250,000,000 One Month LIBOR + 0.29% May 2011 October 2013
Class C(2006-4) 6/15/06 $ 375,000,000 One Month LIBOR + 0.23% June 2009 November 2011
Class C(2006-5) 8/15/06 $ 300,000,000 One Month LIBOR + 0.40% August 2013 January 2016
Class C(2006-6) 9/29/06 $ 250,000,000 Not to exceed One Month LIBOR + 0.40% September 2013 February 2016
Class C(2006-7) 10/16/06 $ 200,000,000 One Month LIBOR + 0.23% October 2009 March 2012
Class C(2007-1) 1/26/07 $ 300,000,000 One Month LIBOR + 0.29% January 2012 June 2014
Class C(2007-2) 5/15/07 $ 150,000,000 One Month LIBOR + 0.27% April 2010 September 2012
Class C(2007-3) 8/14/07 $ 200,000,000 Not to exceed One Month LIBOR + 0.50% August 2010 January 2013
Class C(2007-4) 11/16/07 $ 225,000,000 One Month LIBOR + 1.25% November 2009 April 2012
Class C(2008-1) 1/29/08 $ 100,000,000 One Month LIBOR + 3.00% January 2011 June 2013
Class C(2008-2) 2/14/08 $ 150,000,000 One Month LIBOR + 4.00% February 2011 July 2013
(1) Class C(2003-4) noteholders will receive interest at 6.10% on an outstanding sterling principal
amount of £200,000,000, pursuant to the terms of a currency and interest rate swap applicable only to
the Class C(2003-4) notes.
A-II-4
Annex III
Outstanding Master Trust II Series
The information provided in this Annex III is an integral part of the prospectus supplement, and is incorporated by reference into
the prospectus supplement.
Issuance Scheduled Termination
# Series/Class Date Investor Interest Certificate Rate Payment Date Date
__________________________________________________________________________________________________________________________________________________
1 Series 1997-B 2/27/97
Class A - $850,000,000 One Month LIBOR + .16% March 2012 August 2014
Class B - $75,000,000 One Month LIBOR + .35% March 2012 August 2014
Collateral Interest - $75,000,000 - - -
2 Series 1998-B 4/14/98
Class A - $550,000,000 Three Month LIBOR + .09% April 2008 September 2010
Class B - $48,530,000 Not to Exceed Three Month LIBOR + .50% April 2008 September 2010
Collateral Interest - $48,530,000 - - -
3 Series 1998-E 8/11/98
Class A - $750,000,000 Three Month LIBOR + .145% April 2008 September 2010
Class B - $66,200,000 Three Month LIBOR + .33% April 2008 September 2010
Collateral Interest - $66,200,000 - - -
4 Series 1999-B 3/26/99
Class A - $637,500,000 5.90% March 2009 August 2011
Class B - $56,250,000 6.20% March 2009 August 2011
Collateral Interest - $56,250,000 - - -
5 Series 1999-J 9/23/99
Class A - $850,000,000 7.00% September 2009 February 2012
Class B - $75,000,000 7.40% September 2009 February 2012
Collateral Interest - $75,000,000 - - -
6 Series 2000-E 6/1/00
Class A - $500,000,000 7.80% May 2010 October 2012
Class B - $45,000,000 8.15% May 2010 October 2012
Collateral Interest - $45,000,000 - - -
7 Series 2000-H 8/23/00
Class A - $595,000,000 One Month LIBOR + .25% August 2010 January 2013
Class B - $52,500,000 One Month LIBOR + .60% August 2010 January 2013
Collateral Interest - $52,500,000 - - -
8 Series 2001-B 3/8/01
Class A - $637,500,000 One Month LIBOR + .26% March 2011 August 2013
Class B - $56,250,000 One Month LIBOR + .60% March 2011 August 2013
Collateral Interest - $56,250,000 - - -
9 Series 2001-C 4/25/01
Class A - $675,000,000 Three Month LIBOR - .125% April 2011 September 2013
Class B - $60,000,000 One Month LIBOR + .62% April 2011 September 2013
Collateral Interest - $60,000,000 - - -
10 Series 2001-D 5/24/01
Collateral Certificate(1) - - - - -
(1) The collateral certificate represents the sole asset of the BA Credit Card Trust. See "Annex
II: Outstanding Series, Classes and Tranches of Notes" for a list of outstanding notes issued by the
issuing entity.
A-III-1
|
FIA Card Services, National Association
Sponsor, Servicer and Originator
BA Credit Card Funding, LLC
Transferor and Depositor
BA Credit Card Trust
Issuing Entity
BAseries
$1,250,000,000
Class A(2008-3) Notes
__________
PROSPECTUS SUPPLEMENT
__________
Underwriters
Banc of America Securities LLC
Barclays Capital
Credit Suisse
Deutsche Bank Securities
Merrill Lynch & Co.
__________
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the prospectus. We have not authorized anyone to provide you with different
information.
We are not offering the notes in any state where the offer is not permitted.
We do not claim the accuracy of the information in this prospectus supplement and the prospectus as
of any date other than the dates stated on their respective covers.
Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the notes
and with respect to their unsold allotments or subscriptions. In addition, until the date which is
90 days after the date of this prospectus supplement, all dealers selling the notes will deliver a
prospectus supplement and prospectus. Such delivery obligations may be satisfied by filing the
prospectus supplement and prospectus with the Securities and Exchange Commission.