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 C(2008-3) Notes
Principal amount $250,000,000
Interest rate one-month LIBOR plus 6.50% per year
(determined as described in the
following Class C(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 $250,000,000 (or 100%)
Proceeds to the issuing entity $250,000,000 (or 100%)
The Class C(2008-3) notes are a tranche of the Class C notes of the BAseries and initially will be sold
directly to one or more purchasers.
Subordination: 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.
Credit Enhancement: The Class C(2008-3) notes will have the benefit of a Class C reserve subaccount 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 C(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 C(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 C(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 C(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 C(2008-3) Summary...........................S-4
Transaction Parties...............................S-8
BA Credit Card Trust.........................S-8
BA Master Credit Card Trust II...............S-8
BA Credit Card Funding, LLC..................S-8
FIA and Affiliates...........................S-9
Use of Securitization as a Source of
Funding.............................S-9
The Bank of New York........................S-10
Wilmington Trust Company....................S-10
The Class C(2008-3) Notes........................S-10
Securities Offered..........................S-10
The BAseries................................S-10
Interest....................................S-11
Principal...................................S-12
Nominal Liquidation Amount..................S-13
Subordination; Credit Enhancement...........S-13
Required Subordinated Amount................S-14
Class C Reserve Account.....................S-16
Revolving Period............................S-16
Early Redemption of Notes...................S-17
Optional Redemption by the Issuing Entity...S-17
Events of Default...........................S-17
Issuing Entity Accounts.....................S-17
Security for the Notes......................S-18
Limited Recourse to the Issuing Entity......S-18
Accumulation Reserve Account................S-19
Shared Excess Available Funds...............S-19
Stock Exchange Listing......................S-19
Ratings.....................................S-19
Plan of Distribution.............................S-20
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 C(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 C(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 C notes or other notes that are
included in the Class C(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 C(2008-3)
Class Class C
Series BAseries
Initial Principal Amount $250,000,000
Initial Nominal Liquidation Amount $250,000,000
Expected Issuance Date April 11, 2008
Subordination The Class C(2008-3) notes will be subordinated to the Class A and
Class B notes.
Accumulation Reserve Account Targeted 0.5% of the outstanding dollar principal amount of the
Deposit Class C(2008-3) notes.
Class C Reserve Account
Targeted Deposit Nominal liquidation amount of all BAseries notes multiplied by
the applicable funding percentage.
Funding Percentage Three-month average
excess available funds % Funding %
________________________________________________________
4.50% or greater 0.00%
4.00% to 4.49% 1.25%
3.50% to 3.99% 2.00%
3.00% to 3.49% 2.75%
2.50% to 2.99% 3.50%
2.00% to 2.49% 4.50%
1.99% or less 6.00%
Increases in the funding percentage will lead to a larger
targeted deposit to the Class C reserve account, and therefore
also to the related Class C reserve subaccount for these Class
C(2008-3) notes. Funds on deposit in this Class C reserve
subaccount will be available to cover shortfalls in interest and
principal on the Class C(2008-3) notes. However, amounts on
deposit in the Class C reserve subaccount may have been reduced
due to withdrawals to cover shortfalls in interest or principal
due in prior periods. In addition, the Class C reserve subaccount
may not be fully funded if Available Funds after giving effect to
prior required deposits are insufficient to make the full
targeted deposit into the Class C reserve subaccount.
Excess Available Funds Percentage Excess of Portfolio Yield over Base Rate. See "Class C(2008-3)
Notes—Class C Reserve Account."
Risk Factors Investment in the Class C(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 6.50% 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
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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
Anticipated Ratings The Class C(2008-3) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: Baa2
Standard & Poor's: BBB
Fitch: BBB
Early Redemption Events Early redemption events applicable to the Class C(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 C(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
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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 C(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 C(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 C(2008-3) Notes
The Class C(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 C(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 C(2008-3) notes, the indenture
and the BAseries indenture supplement. So long as the conditions to issuance are met or waived,
additional Class C(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 C(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 C(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 C(2008-3) notes are a tranche of
Class C notes of the BAseries. The Class C(2008-3) notes are issued by, and are obligations of, the BA
Credit Card Trust.
On the expected issuance date, the Class C(2008-3) notes are expected to be the thirtieth
tranche of Class C 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 C(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 C(2008-3) notes for any interest payment date will equal the product of:
• the Class C(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 C(2008-3) notes as of the related
record 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 C(2008-3) notes generally will not receive interest payments on
any payment date until the Class A notes and Class B notes have received their full interest payment on
that date.
The issuing entity will pay interest on the Class C(2008-3) notes solely from the portion of
BAseries Available Funds and from other amounts that are available to the Class C(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 C(2008-3) notes,
Class C(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 C(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 C(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 C(2008-3) notes.
In addition, if the stated principal amount of the Class C(2008-3) notes is not paid in full on
the expected principal payment date, then an early redemption event will occur for the Class C(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 C(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 C(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 C(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 C(2008-3) notes solely from the portion of
BAseries Available Principal Amounts and from other amounts which are available to the Class C(2008-3)
notes under the indenture and the BAseries indenture supplement after giving effect to all allocations
and reallocations. If those sources are not sufficient to pay the principal of the Class C(2008-3)
notes, Class C(2008-3) noteholders will have no recourse to any other
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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 C(2008-3) notes will be provided by the Class C reserve
subaccount.
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 C(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 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
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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.
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.
S-14
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
• 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 C(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.
S-15
Class C Reserve Account
The issuing entity will establish a Class C reserve subaccount to provide credit enhancement
solely for the holders of the Class C(2008-3) notes. The Class C reserve subaccount will initially not
be funded. The Class C reserve subaccount will not be funded unless and until the three-month average of
the Excess Available Funds Percentage falls below the levels described in the table in "Class C(2008-3)
Summary—Asset Backed Securities Offered—Class C Reserve Account—Funding Percentage" in this prospectus
supplement or an early redemption event or event of default occurs for the Class C(2008-3) notes.
Funds on deposit in this Class C reserve subaccount will be available to holders of the Class
C(2008-3) notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in
this Class C reserve subaccount will also be available to holders of the Class C(2008-3) notes to cover
certain shortfalls in principal. Only the holders of Class C(2008-3) notes will have the benefit of this
Class C reserve subaccount. See "Sources of Funds to Pay the Notes—Deposit and Application of Funds for
the BAseries—Withdrawals from the Class C Reserve Account" in the prospectus.
The table in "Class C(2008-3) Summary—Asset Backed Securities Offered—Class C Reserve
Account—Funding Percentage" in this prospectus supplement indicates the amount required to be on deposit
in the Class C reserve subaccount for the Class C(2008-3) notes. For any month the amount targeted to be
on deposit is equal to (i) the funding percentage (which corresponds to the average of the Excess
Available Funds Percentage for each of the preceding three consecutive months as indicated in the
table), multiplied by the sum of the initial dollar principal amounts of all outstanding BAseries notes,
multiplied by (ii) the nominal liquidation amount of the Class C(2008-3) notes divided by the nominal
liquidation amount of all Class C BAseries notes.
The amount targeted to be in the Class C reserve subaccount will be adjusted monthly to the
percentages specified in the table in "Class C(2008-3) Summary—Asset Backed Securities Offered—Class C
Reserve Account—Funding Percentage" in this prospectus supplement as the three-month average of the
Excess Available Funds Percentage rises or falls. If an early redemption event or event of default
occurs for the Class C(2008-3) notes, the targeted Class C reserve subaccount amount will be the
aggregate adjusted outstanding dollar principal amount of the Class C(2008-3) notes. See "Sources of
Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits to the Class
C Reserve Account" in the prospectus.
Revolving Period
Until principal amounts are needed to be accumulated to pay the Class C(2008-3) notes,
principal amounts allocable to the Class C(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 C(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 C(2008-3) notes, the end of
S-16
the revolving period may be delayed. See "Sources of Funds to Pay the Notes—Deposit and Application of Funds
for the BAseries—Targeted Deposits of BAseries Available Principal Amounts to the Principal Funding Account—Budgeted
Deposits" in the prospectus.
Early Redemption of Notes
The early redemption events applicable to all notes, including the Class C(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 C(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 C(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 C(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 C(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 C(2008-3) notes are paid in full or the legal maturity date occurs,
whichever is earlier. Any funds in the principal funding subaccount, the interest funding subaccount
and the Class C reserve subaccount for the Class C(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 C(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, the accumulation reserve account and the Class
C reserve account will have subaccounts for the Class C(2008-3) notes.
S-17
Each month, distributions on the collateral certificate and other amounts will be deposited in
the issuing entity accounts and allocated to the notes as described in the prospectus.
Security for the Notes
The Class C(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;
• the applicable accumulation reserve subaccount; and
• the applicable Class C reserve subaccount.
However, the Class C(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 C(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 C(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 C(2008-3) notes.
Class C(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 C(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 C(2008-3) notes or (iii) on the legal
maturity date for the Class C(2008-3) notes, as described in "Sources of Funds to Pay the Notes—Sale of
Credit Card Receivables" in the prospectus, the Class C(2008-3) noteholders have recourse only to the
proceeds of that sale.
S-18
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 C(2008-3) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class
C(2008-3) notes is zero, unless more than one budgeted deposit is required to accumulate and pay the
principal of the Class C(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 C(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 C(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 C(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 C(2008-3) notes only if they are rated at least "BBB"
or "Baa2" or its equivalent by at least one nationally recognized rating agency.
Other tranches of Class C notes may have different rating requirements from the
Class C(2008-3) notes.
S-19
A rating addresses the likelihood of the payment of interest on a note when due and the
ultimate payment of principal of that note by its legal maturity date. A rating does not address the
likelihood of payment of principal of a note on its expected principal payment date. In addition, a
rating does not address the possibility of an early payment or acceleration of a note, which could be
caused by an early redemption event or an event of default. A rating is not a recommendation to buy,
sell or hold notes and may be subject to revision or withdrawal at any time by the assigning rating
agency. Each rating should be evaluated independently of any other rating.
See "Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value
could decrease" in the prospectus.
Plan of Distribution
Subject to the terms and conditions of the purchase agreement for the Class C(2008-3) notes, the issuing
entity has agreed to sell to the purchasers, and the purchasers have agreed to purchase, $250,000,000 of
the aggregate principal amount of the Class C(2008-3) notes. Affiliates of FIA and Funding will
purchase all of the Class C(2008-3) notes.
Proceeds to the issuing entity from the sale of the Class C(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
C(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-20
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 C(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
__________________________
(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
Nominal Principal Legal
Class A Issuance 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
* Class B(2008-3) 4/11/08 $ 300,000,000 One Month LIBOR + 4.00% April 2009 September 2011
* Expected Issuance.
(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
Nominal Expected
Issuance Liquidation Principal Legal Maturity
Class C Date 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
0.50%
Class C(2007-4) 11/16/07 $ 225,000,000 One Month LIBOR + 1.25% November 2009 April 2012
Class C(2008-1) 1/29/08 $ 100,000,000 One Month LIBOR + 3.00% January 2011 June 2013
Class C(2008-2) 2/14/08 $ 150,000,000 One Month LIBOR + 4.00% February 2011 July 2013
____________________________
(1) Class C(2003-4) noteholders will receive interest at 6.10% on an outstanding sterling principal amount of £200,000,000, pursuant
to the terms of a currency and interest rate swap applicable only to the Class C(2003-4) notes.
A-II-4
Annex III
Outstanding Master Trust II Series
The information provided in this Annex III is an integral part of the prospectus supplement,
and is incorporated by reference into the prospectus supplement.
Issuance Investor Scheduled Termination
# Series/Class Date Interest Certificate Rate Payment Date Date
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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 +0.50%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) — — — — —
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(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
$250,000,000
Class C(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.