Prospectus Supplement dated April 3, 2008 to Prospectus dated April 2, 2008
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 B(2008-3) Notes
Principal amount $300,000,000
Interest rate one-month LIBOR plus 4.00% per year
(determined as described in the
following Class B(2008-3) summary)
Interest payment dates 15th day of each month,
beginning in May 2008
Expected principal payment date April 15, 2009
Legal maturity date September 15, 2011
Expected issuance date April 11, 2008
Price $300,000,000 (or 100%)
Proceeds to the issuing entity $300,000,000 (or 100%)
The Class B(2008-3) notes are a tranche of the Class B notes of the BAseries and initially will be sold directly to one or more
purchasers.
Subordination: Interest and principal on the Class B notes of the BAseries are subordinated to payments on the Class A notes as
described herein and in the accompanying prospectus.
Credit Enhancement: Interest and principal on the Class C notes of the BAseries are subordinated to payments on the Class A notes and
the Class B 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.
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 B(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 B(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 B(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 B(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.
________
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Table of Contents
Page
Class B(2008-3) Summary...........................S-4
Transaction Parties...............................S-7
BA Credit Card Trust.........................S-7
BA Master Credit Card Trust II...............S-7
BA Credit Card Funding, LLC..................S-7
FIA and Affiliates...........................S-8
Use of Securitization as a Source of
Funding..............................S-8
The Bank of New York.........................S-9
Wilmington Trust Company.....................S-9
The Class B(2008-3) Notes.........................S-9
Securities Offered...........................S-9
The BAseries.................................S-9
Interest....................................S-10
Principal...................................S-11
Nominal Liquidation Amount..................S-12
Subordination; Credit Enhancement...........S-12
Required Subordinated Amount................S-13
Revolving Period............................S-15
Early Redemption of Notes...................S-16
Optional Redemption by the Issuing Entity...S-16
Events of Default...........................S-16
Issuing Entity Accounts.....................S-16
Security for the Notes......................S-17
Limited Recourse to the Issuing Entity......S-17
Accumulation Reserve Account................S-17
Shared Excess Available Funds...............S-18
Stock Exchange Listing......................S-18
Ratings.....................................S-18
Plan of Distribution.............................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
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Class B(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 B(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 B notes or other notes that are included in the Class B(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%
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Asset Backed Securities Offered Class B(2008-3)
Class Class B
Series BAseries
Initial Principal Amount $300,000,000
Initial Nominal Liquidation Amount $300,000,000
Expected Issuance Date April 11, 2008
Subordination The Class B(2008-3) notes will be subordinated to the Class A
notes.
Credit Enhancement Subordination of the Class C notes
Credit Enhancement Amount Required Subordinated Amount
Required Subordinated Amount of Class C Notes An amount equal to 6.95187% of the adjusted outstanding dollar
principal amount of the Class B(2008-3) notes that are not
providing credit enhancement to the Class A notes, plus 100% of
the adjusted outstanding dollar principal amount of the Class
B(2008-3) notes' pro rata share of the Class A required
subordinated amount of Class C notes for all Class A notes. See
"The Class B(2008-3) Notes—Required Subordinated Amount" for a
discussion of the calculation of the Class B(2008-3) notes'
required subordinated amount of Class C notes, and the method by
which that calculation may be changed in the future.
Accumulation Reserve Account Targeted Deposit 0.5% of the outstanding dollar principal amount of the
Class B(2008-3) notes.
Risk Factors Investment in the Class B(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 4.00% per year.
LIBOR Determination Dates April 9, 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
Principal
Expected Principal Payment Date April 15, 2009
Legal Maturity Date September 15, 2011
Revolving Period End Between 11 and 1 months prior to expected principal payment date
Servicing Fee 2% of the nominal liquidation amount
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Anticipated Ratings The Class B(2008-3) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: A2
Standard & Poor's: A
Fitch: A
Early Redemption Events Early redemption events applicable to the Class B(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 B(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 B(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 B(2008-3) notes are listed on a
stock exchange you may 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
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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
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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.
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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 B(2008-3) Notes
The Class B(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 B(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 B(2008-3) notes, the indenture and the
BAseries indenture supplement. So long as the conditions to issuance are met or waived, additional Class B(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 B(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 B(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 B(2008-3) notes are a tranche of Class B notes of the BAseries. The Class B(2008-3) notes are
issued by, and are obligations of, the BA Credit Card Trust.
On the expected issuance date, the Class B(2008-3) notes are expected to be the twenty-third tranche of Class B 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.
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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 B(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 B(2008-3) notes for any interest payment date will equal the product of:
• the Class B(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
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• the outstanding dollar principal amount of the Class B(2008-3) notes as of the related record date.
The payment of interest on the Class B(2008-3) notes on any payment date is senior to the payment of interest on 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 Class B(2008-3) notes generally will not receive interest payments on any payment date
until the Class A notes have received their full interest payment on that date.
The issuing entity will pay interest on the Class B(2008-3) notes solely from the portion of BAseries Available Funds and
from other amounts that are available to the Class B(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 B(2008-3)
notes, Class B(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 B(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 and not required for subordination. If the
stated principal amount of the Class B(2008-3) notes is not paid in full on the expected principal payment date due to insufficient
funds or insufficient credit enhancement, noteholders will generally not have any remedies against the issuing entity until the legal
maturity date of the Class B(2008-3) notes.
In addition, if the stated principal amount of the Class B(2008-3) notes is not paid in full on the expected principal
payment date, then an early redemption event will occur for the Class B(2008-3) notes and, subject to the principal payment rules
described under "—Subordination; Credit Enhancement" and "—Required Subordinated Amount" below, principal and interest
payments on the Class B(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 B(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 B(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 B(2008-3) notes solely from the portion of BAseries Available Principal
Amounts and from other amounts which are available to the Class B(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
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of the Class B(2008-3) notes, Class B(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.
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 B(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 (such as the Class B(2008-3) 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
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Amount" and "Master Trust II—Defaulted Receivables; Rebates and Fraudulent Charges" in the prospectus.
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.
S-13
The required subordinated amount of Class C notes for each tranche of Class B BAseries notes will vary depending on its pro
rata share of the Class A required subordinated amount of Class C notes for all Class A BAseries notes that require any credit
enhancement from Class B BAseries notes, and 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 the Class B(2008-3) notes, the
required subordinated amount of Class C notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of
the Class B(2008-3) notes multiplied by the sum of:
(i) the Class A required subordinated amount of Class C notes for all Class A BAseries notes that require any credit
enhancement from Class B BAseries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class B
BAseries notes; plus
(ii) 6.95187% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal
amount of all Class B BAseries notes minus the required subordinated amount of Class B notes for all Class A BAseries notes, and
the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B BAseries notes.
Therefore, for the Class B(2008-3) notes, the required subordinated amount of Class C notes can increase if the share of the
Class B(2008-3) notes that corresponds to the Class C notes providing credit enhancement to Class A BAseries notes increases, or if
the share of the Class B(2008-3) notes that is providing credit enhancement to Class A BAseries notes increases. Similarly, for the
Class B(2008-3) notes, the required subordinated amount of Class C notes can decrease (but will never be less than 6.95187% of its
adjusted outstanding dollar principal amount) if the share of the Class B(2008-3) notes that corresponds to the Class C notes
providing credit enhancement to Class A BAseries notes decreases, or if the share of the Class B(2008-3) notes that is providing
credit enhancement to Class A BAseries notes decreases.
For a further description of how to calculate the Class B required subordinated amount of Class C notes for the Class
B(2008-3) notes, see "The Notes—Required Subordinated Amount—BAseries" in the prospectus.
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 or Class C notes for outstanding tranches of Class A
BAseries notes, or
S-14
• the issuance of additional Class B 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
B(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 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 B(2008-3) notes, principal amounts allocable to the
Class B(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 B(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 B(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.
S-15
Early Redemption of Notes
The early redemption events applicable to all notes, including the Class B(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 B(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 B(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 B(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
B(2008-3) notes will thereafter be made, subject to the principal payment rules described above under "—Subordination; Credit
Enhancement," until either the principal of and accrued interest on the Class B(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
B(2008-3) notes will be applied to make the principal and interest payments on the notes on the redemption date.
Events of Default
The Class B(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 B(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.
S-16
Security for the Notes
The Class B(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 B(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 B(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
B(2008-3) notes after giving effect to any reallocations, payments and deposits for senior notes, and
• funds in the applicable issuing entity accounts for the Class B(2008-3) notes.
Class B(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 B(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 B(2008-3) notes or (iii) on the legal maturity date for the Class B(2008-3) notes, as described in
"Sources of Funds to Pay the Notes—Sale of Credit Card Receivables" in the prospectus, the Class B(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 B(2008-3) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class B(2008-3) notes is zero, unless more
than one budgeted deposit is required to accumulate
S-17
and pay the principal of the Class B(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 B(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 B(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 B(2008-3) notes are listed on a stock exchange you may 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.
Ratings
The issuing entity will issue the Class B(2008-3) notes only if they are rated at least "A" or "A2" or its equivalent by at
least one nationally recognized rating agency.
Other tranches of Class B notes may have different rating requirements from the Class B(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.
S-18
See "Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease" in the prospectus.
Plan of Distribution
Subject to the terms and conditions of the purchase agreement for the Class B(2008-3) notes, the issuing entity has agreed to
sell to the purchasers, and the purchasers have agreed to purchase, $300,000,000 of the aggregate principal amount of the Class B(2008-3)
notes. Affiliates of FIA and Funding will purchase all of the Class B(2008-3) notes.
Proceeds to the issuing entity from the sale of the Class B(2008-3) notes are set forth on the cover page of this prospectus
supplement. Proceeds to the issuing entity from the sale of the Class B(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 $400,000.
S-19
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 months ended January 31, 2008 and
February 29, 2008 were 6.14% and 6.07%, respectively, each 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 B(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(2003-4) 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
Class A(2008-3) 3/18/08 $ 1,600,000,000 One Month LIBOR + 0.75% March 2009 August 2011
*Class A(2008-4) 4/[•]/08 $ 500,000,000 One Month LIBOR + [•]% April 2014 September 2016
_________________________
* 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
Issuance Nominal Principal Legal
Class B 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 Principal Legal Maturity
Class C Date Liquidation Amount Note Interest Rate Payment Date 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 0.40%
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
* Class C(2008-3) 4/11/08 $ 250,000,000 One Month LIBOR + 6.50% April 2009 September 2011
________________________
* Expected Issuance.
(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 Investor Scheduled Termination
# Series/Class Date 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
$300,000,000
Class B(2008-3) Notes
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PROSPECTUS SUPPLEMENT
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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.