As filed with the Securities and Exchange Commission on July 28, 2006

Registration Nos. 333-[Ÿ], 333-[Ÿ], 333-[Ÿ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BA CREDIT CARD TRUST

(Issuing entity in respect of the Notes)

BA MASTER CREDIT CARD TRUST II

(Issuing entity in respect of the Collateral Certificate)

BA CREDIT CARD FUNDING, LLC

(Depositor)

(Exact Name of Registrant as Specified in its Charter)

BA Credit Card Funding, LLC

214 North Tryon Street

Charlotte, North Carolina 28255

(704) 683-4915

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Caroline Tsai, Esq.

Bank of America Corporation

101 South Tryon Street

Charlotte, North Carolina 28255

(704) 386-1618

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall subsequently become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This Registration Statement includes:

The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not seeking an offer to buy these securities in any state where the offer and sale is not permitted.

SUBJECT TO COMPLETION DATED [Ÿ] [Ÿ], 2006

Prospectus Supplement dated [Ÿ] [Ÿ], 200[Ÿ] to Prospectus dated [Ÿ] [Ÿ], 200[Ÿ]

FIA Card Services, National Association

(formerly known as MBNA America Bank, National Association)

Sponsor, Servicer and Originator

BA Credit Card Funding, LLC

Transferor and Depositor

BA Credit Card Trust

(formerly known as MBNA Credit Card Master Note Trust)

Issuing Entity

BAseries

(formerly known as MBNAseries)

The Class A(200[•]-[•]) notes are a tranche of the Class A notes of the BAseries [and will be offered by the underwriters to investors at varying prices to be determined at the applicable time of sale. The compensation of the underwriters will be a commission representing the difference between the purchase price for the Class A(200[Ÿ]-[Ÿ]) notes paid to the issuing entity and the proceeds from the sales of the Class A(200[Ÿ]-[Ÿ]) notes paid to the underwriters by investors].

Credit Enhancement: [Interest and principal on the Class B notes of the BAseries are subordinated to payments on Class A notes.] [Interest and principal on the Class C notes of the BAseries are subordinated to payments on Class A and Class B notes.] [The Class A(200[•]-[•]) notes will have the benefit of [type of derivative agreement] provided by [NAME OF COUNTERPARTY], as derivative counterparty.] [The Class A(200[•]-[•]) notes will have the benefit of [type of supplemental credit enhancement or supplemental liquidity agreement] provided by [NAME OF PROVIDER].]

Neither the SEC nor any state securities commission has approved the notes or determined that this prospectus supplement or the prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters

Important Notice about Information Presented in this Prospectus Supplement and the Accompanying Prospectus

We provide information to you about the notes in two separate documents:

(a) this prospectus supplement, which will describe the specific terms of the Class A(200[Ÿ]-[Ÿ]) notes, and

(b) the accompanying prospectus, which provides general information about the BAseries notes and each other series of notes which may be issued by the BA Credit Card Trust, some of which may not apply to the BAseries or the Class A(200[Ÿ]-[Ÿ]) notes.

References to the prospectus mean the prospectus accompanying this prospectus supplement.

This prospectus supplement may be used to offer and sell the Class A(200[Ÿ]-[Ÿ]) notes only if accompanied by the prospectus.

This prospectus supplement supplements disclosure in the prospectus.

You should rely only on the information provided in this prospectus supplement and the prospectus including any information incorporated by reference. We have not authorized anyone to provide you with different information.

We are not offering the Class A(200[Ÿ]-[Ÿ]) 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

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Class A(200[Ÿ]-[Ÿ]) Summary

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus supplement and the prospectus in their entirety before you purchase any notes.

Only the Class A(200[Ÿ]-[Ÿ]) notes are being offered through this prospectus supplement and the prospectus. Other series, classes and tranches of BA Credit Card Trust notes, including other tranches of notes that are included in the BAseries as a part of the Class A notes or other notes that are included in the Class A(200[Ÿ]-[Ÿ]) 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

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[Risk Factors]

[The risk factors disclosed in this section and in “Risk Factors” in the accompanying prospectus describe the principal risk factors of an investment in the Class A(200[•]-[•]) notes.

[insert additional risk factors, if necessary, to the extent an investment in the Class A(200[•]-[•]) notes presents significant risks in addition to those in “Risk Factors” in the accompanying prospectus]]

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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). BA Credit Card Trust was previously known as MBNA Credit Card Master Note Trust. 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. Master trust II was previously known as MBNA Master Credit Card Trust II. 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.

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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 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. In addition, on the Substitution Date, FIA’s economic interest in the Transferor Interest in master trust II was initially transferred to BACCS and then immediately transferred to Funding. 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. Following this substitution and merger, FIA’s economic interest in the transferor interest in master trust II was initially transferred to Banc of America Consumer Card Services, LLC (referred to as BACCS) and then immediately transferred to Funding. In addition, following 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 BACCS, Funding 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.

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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.

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.

Derivative Counterparties

The issuing entity has entered into and, in the future, may enter into derivative agreements for certain tranches of the BAseries as a source of funds to pay principal of or interest on the notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Payments Received from Derivative Counterparties for Interest on Foreign Currency Notes” and “—Payments Received from Derivative Counterparties for Principal” in the prospectus. The issuing entity has [not] entered into a derivative agreement for the Class A(200[•]-[•]) notes.

[Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Describe the operation and material terms of any derivative agreement, including limits on amount and timing of payments. Describe material provisions regarding the substitution of the derivative counterparty.][Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the derivative agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]

Supplemental Credit Enhancement or Supplemental Liquidity Providers

The issuing entity may enter into supplemental credit enhancement agreements or supplemental liquidity agreements for certain tranches of the BAseries as a source of funds to pay principal of or interest on the notes. See “Sources of Funds to Pay the Notes—Deposit and

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Application of Funds for the BAseries—Payments Received from Supplemental Credit Enhancement Providers or Supplemental Liquidity Providers for Principal” in the prospectus. The issuing entity has [not] entered into a supplemental credit enhancement agreement or supplemental liquidity agreement for the Class A(200[•]-[•]) notes.

[Add name, organizational form and general character of the business of any provider to the extent required. Describe the operation and material terms of any supplemental credit enhancement agreement or supplemental liquidity agreement, including limits on amount and timing of payments. Describe material provisions regarding the substitution of the supplemental credit enhancement agreement or supplemental liquidity agreement.][Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the supplemental credit enhancement agreement or supplemental liquidity agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the provider as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]

The Class A(200[•]-[•]) Notes

The notes will be issued by the issuing entity pursuant to the indenture and an indenture supplement. The following discussion and the discussions under “The Notes” and “The Indenture” in the prospectus summarize the material terms of the 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 notes, the indenture and the BAseries indenture supplement. There is no limit on the total dollar principal amount of notes that may be issued.

Securities Offered

The Class A(200[•]-[•]) notes are part of a series of notes called the BAseries. The BAseries consists of Class A notes, Class B notes and Class C notes. The Class A(200[•]-[•]) notes are a tranche of Class A notes of the BAseries. The Class A(200[•]-[•]) notes are issued by, and are obligations of, the BA Credit Card Trust.

On the expected issuance date, the Class A(200[•]-[•]) notes are expected to be the [•] tranche of Class A notes outstanding in the BAseries.

The BAseries

The BAseries notes will be issued in classes. Each class of notes has multiple tranches, which may be issued at different times and have different terms (including different interest rates, interest payment dates, expected principal payment dates, legal maturity dates or other characteristics). Whenever a “class” of notes is referred to in this prospectus supplement or the prospectus, it includes all tranches of that class of notes, unless the context otherwise requires.

The BAseries was previously known as the MBNAseries.

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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 A(200[•]-[•]) notes will accrue at a [floating rate equal to the London interbank offered rate for US dollar deposits for a one-month period (LIBOR) plus a spread] [fixed rate] as specified on the cover page of this prospectus supplement.

[LIBOR appears on Telerate Page 3750 on the Moneyline Telerate Service (or comparable replacement page) and will be the rate available at 11:00 a.m., London time, on the related LIBOR determination date. If the rate does not appear on that page, the rate will be the average of the rates offered by four prime banks in London. If fewer than two London banks provide a rate at the request of the indenture trustee, the rate will be the average of the rates offered by four major banks in New York City.]

Interest on the Class A(200[•]-[•]) notes for any interest payment date will equal [one-twelfth of] the product of:

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[The payment of interest on the Class A(200[•]-[•]) notes on any payment date is senior to the payment of interest on Class B and Class C notes of the BAseries on that date.] Generally, no payment of interest will be made on any Class B BAseries note until the required payment of interest has been made to all Class A BAseries notes. Likewise, generally, no payment of interest will be made on any Class C BAseries note until the required payment of interest has been made to all Class A and Class B BAseries notes. However, funds on deposit in the Class C reserve account will be available only to holders of Class C notes to cover shortfalls of interest on Class C notes on any interest payment date. [The Class [•](200[•]-[•]) 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 A(200[•]-[•]) notes solely from the portion of BAseries Available Funds and from other amounts that are available to the Class A(200[•]-[•]) notes under the indenture and the BAseries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the interest on the Class A(200[•]-[•]) notes, Class A(200[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, FIA, Funding or any other person or entity for the payment of interest on those notes.

Principal

The issuing entity expects to pay the stated principal amount of the Class A(200[•]-[•]) 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 A(200[•]-[•]) 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 A(200[•]-[•]) notes.

In addition, if the stated principal amount of the Class A(200[•]-[•]) notes is not paid in full on the expected principal payment date, then an early redemption event will occur for the Class A(200[•]-[•]) notes and [, subject to the principal payments rules described under “—Subordination; Credit Enhancement” and “—Required Subordinated Amount” below,] principal and interest payments on the Class A(200[•]-[•]) notes will be made monthly until they are paid in full or until the legal maturity date occurs, whichever is earlier.

Principal of the Class A(200[•]-[•]) notes will begin to be paid earlier than the expected principal payment date if any other early redemption event or an event of default and acceleration occurs for the Class A(200[•]-[•]) notes. See “The Notes—Early Redemption of Notes,” “The Indenture—Early Redemption Events” and “—Events of Default” in the prospectus.

The issuing entity will pay principal on the Class A(200[•]-[•]) notes solely from the portion of BAseries Available Principal Amounts and from other amounts which are available

to the Class A(200[•]-[•]) notes under the indenture and the BAseries indenture supplement

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after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the principal of the Class A(200[•]-[•]) notes, Class A(200[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, Funding, 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 A(200[•]-[•]) notes will be provided through subordination. [Additional credit enhancement for the Class C(200[•]-[•]) notes will be provided by the Class C reserve subaccount.] The amount of subordination available to provide credit enhancement to any tranche of notes is limited to its available subordinated amount. If the available subordinated amount for any tranche of notes has been reduced to zero, losses will be allocated to that tranche of notes pro rata based on its nominal liquidation amount. The nominal liquidation amount of those notes will be reduced by the amount of losses allocated to it and it is unlikely that those notes will receive their full payment of principal.

Principal and interest payments on Class B and Class C BAseries notes are subordinated to payments on Class A BAseries notes as described above under “—Interest” and “—Principal.” Subordination of Class B and Class C BAseries notes provides credit enhancement for Class A BAseries notes.

Principal and interest payments on Class C BAseries notes are subordinated to payments on Class A notes and Class B BAseries notes as described above under “—Interest” and “—Principal.” Subordination of Class C BAseries notes provides credit enhancement for Class A notes and Class B BAseries notes.

BAseries Available Principal Amounts allocable to subordinated classes of BAseries notes (such as the Class A(200[•]-[•]) 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

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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 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:

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

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date. Generally, the required subordinated amount of subordinated notes for each tranche of Class A BAseries notes is equal to a stated percentage of the adjusted outstanding dollar principal amount of that tranche of Class A notes. [For the Class A(200[Ÿ]-[Ÿ]) notes, the required subordinated amount of Class B notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(200[Ÿ]-[Ÿ]) notes, and the required subordinated amount of Class C notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(200[Ÿ]-[Ÿ]) notes.]

Similarly, the required subordinated amount of Class C notes for each tranche of Class A and Class B BAseries notes is generally equal to a stated percentage of its adjusted outstanding dollar principal amount. However, the required subordinated amount of Class C notes for any tranche of Class B BAseries notes may be adjusted to reflect its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B BAseries notes that is not providing credit enhancement to the Class A notes. [For the Class B(200[Ÿ]-[Ÿ]) notes, the required subordinated amount of Class C notes, at any time, is generally equal to the sum of:

(i) an amount equal to [•]% (referred to as the unencumbered percentage) of the Class B(200[Ÿ]-[Ÿ]) notes’ pro rata share of the excess, if any, of the aggregate adjusted outstanding dollar principal amount of all Class B BAseries notes over the required subordinated amount of Class B notes for all Class A BAseries notes; and

(ii) an amount equal to 100% (referred to as the encumbered percentage) of the remainder of the adjusted outstanding dollar principal amount of the Class B(200[Ÿ]-[Ÿ]) notes.

Therefore, for the Class B(200[Ÿ]-[Ÿ]) notes, the percentage used to calculate the required subordinated amount will increase (but will never exceed 100%), if the share of the Class B(200[Ÿ]-[Ÿ]) notes that is providing credit enhancement to Class A BAseries notes increases, and decrease (but will never be less than [•]%), if the share of the Class B(200[Ÿ]-[Ÿ]) notes that is providing credit enhancement to Class A BAseries notes decreases.

For example, if the adjusted outstanding dollar principal amount of all Class B BAseries notes is equal to the required subordinated amount of Class B notes for all Class A BAseries notes, then the required subordinated amount of Class C notes for the Class B(200[Ÿ]-[Ÿ]) notes will be equal to 100% of the adjusted outstanding dollar principal amount of the Class B(200[Ÿ]-[Ÿ]) notes. Similarly, if the required subordinated amount of Class B notes for all Class A BAseries notes is equal to zero, then the required subordinated amount of Class C notes for the Class B(200[Ÿ]-[Ÿ]) notes will be equal to 8.10811% of the adjusted outstanding dollar principal amount of the Class B(200[Ÿ]-[Ÿ]) notes.

For a more detailed description of how to calculate the Class B required subordinated amount of Class C notes for the Class B(200[Ÿ]-[Ÿ]) notes, see “The Notes—Required Subordinated Amount—BAseries” in the prospectus.]

For an example of the calculations of the BAseries required subordinated amounts, see the chart titled “BAseries Required Subordinated Amounts” in the prospectus.

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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:

any of which would reduce the amount of credit enhancement provided by an individual tranche of Class B BAseries notes to the Class A BAseries notes. However, if an early redemption event or event of default and acceleration for any tranche of Class B BAseries notes occurs, or if on any day its usage of the required subordinated amount of Class C notes exceeds zero, the required subordinated amount of Class C notes for that tranche of Class B notes will not decrease after that early redemption event or event of default and acceleration or after the date on which its usage of the required subordinated amount of Class C notes exceeds zero.

The percentages used in, or the method of calculating, the required subordinated amounts described above may change without the consent of any noteholders if the rating agencies consent. In addition, the percentages used in, or the method of calculating, the required subordinated amount of subordinated notes of any tranche of BAseries notes (including other tranches in the same class) may be different than the percentages used in, or the method of calculating, the required subordinated amounts for the Class A(200[Ÿ]-[Ÿ]) 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.

[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(200[Ÿ]-[Ÿ]) notes. The Class C reserve

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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(200[Ÿ]-[Ÿ]) 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(200[Ÿ]-[Ÿ]) notes.

Funds on deposit in this Class C reserve subaccount will be available to holders of the Class C(200[Ÿ]-[Ÿ]) 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(200[Ÿ]-[Ÿ]) notes to cover certain shortfalls in principal. Only the holders of Class C(200[Ÿ]-[Ÿ]) 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(200[Ÿ]-[Ÿ]) 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(200[Ÿ] [Ÿ]) 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(200[Ÿ]-[Ÿ]) 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(200[Ÿ]-[Ÿ]) 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(200[Ÿ]-[Ÿ]) notes, the targeted Class C reserve subaccount amount will be the aggregate adjusted outstanding dollar principal amount of the Class C(200[Ÿ]-[Ÿ]) 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 A(200[Ÿ]-[Ÿ]) notes, principal amounts allocable to the Class A(200[Ÿ]-[Ÿ]) notes will either be applied to other BAseries notes which are accumulating principal or paid to Funding as holder of the Transferor Interest. This period is commonly referred to as the revolving period. Unless an early redemption event or event of default for the Class A(200[Ÿ]-[Ÿ]) notes occurs, the revolving period is expected to end twelve calendar months prior to the expected principal payment date. However, if the servicer reasonably expects that less than twelve months will be required to fully accumulate principal amounts in an amount equal to the outstanding dollar

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principal amount of the Class A(200[Ÿ]-[Ÿ]) notes, the end of the revolving period may be delayed. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits of BAseries Available Principal Amounts to the Principal Funding Account—Budgeted Deposits” in the prospectus.

Early Redemption of Notes

The early redemption events applicable to all notes, including the Class A(200[Ÿ]-[Ÿ]) notes, are described in “The Notes—Early Redemption of Notes” and “The Indenture—Early Redemption Events” in the prospectus. [Describe the material terms of any additional early redemption events applicable to the Class A(200[•]-[Ÿ]) notes.]

Optional Redemption by the Issuing Entity

FIA, as servicer, has the right, but not the obligation, to direct the issuing entity to redeem the Class A(200[Ÿ]-[Ÿ]) notes in whole but not in part on any day on or after the day on which the nominal liquidation amount of the Class A(200[Ÿ]-[Ÿ]) notes is reduced to less than 5% of their highest outstanding dollar principal amount. This repurchase option is referred to as a clean-up call.

The issuing entity will not redeem subordinated notes if those notes are required to provide credit enhancement for senior classes of notes of the BAseries.

If the issuing entity is directed to redeem the Class A(200[Ÿ]-[Ÿ]) notes, it will notify the registered holders at least thirty days prior to the redemption date. The redemption price of a note will equal 100% of the outstanding principal amount of that note, plus accrued but unpaid interest on the note to but excluding the date of redemption.

If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payments on the Class A(200[Ÿ]-[Ÿ]) 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 A(200[Ÿ]-[Ÿ]) notes are paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount and the interest funding subaccount [and the Class C reserve subaccount] for the Class A(200[Ÿ]-[Ÿ]) notes will be applied to make the principal and interest payments on the notes on the redemption date.

Events of Default

The Class A(200[Ÿ]-[Ÿ]) 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. [describe the material terms of any additional events of default applicable to the Class A(200[Ÿ]-[Ÿ]) notes]

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

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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 A(200[Ÿ]-[Ÿ]) notes. [describe the material terms of any additional issuing entity accounts for the Class A(200[Ÿ]-[Ÿ]) notes]

Each month, distributions on the collateral certificate and other amounts will be deposited in the issuing entity accounts and allocated to the notes as described in the prospectus.

Security for the Notes

The Class A(200[Ÿ]-[Ÿ]) notes are secured by a shared security interest in:

However, the Class A(200[Ÿ]-[Ÿ]) notes are entitled to the benefits of only that portion of the assets allocated to them under the indenture and the BAseries indenture supplement.

See “Sources of Funds to Pay the Notes—The Collateral Certificate” and “—Issuing Entity Accounts” in the prospectus.

Limited Recourse to the Issuing Entity

The sole sources of payment for principal of or interest on the Class A(200[•]-[•]) notes are provided by:

Class A(200[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, FIA, Funding or any other person or entity for the payment of principal of or interest on the Class A(200[•]-[•]) notes.

However, following a sale of credit card receivables (i) due to an insolvency of Funding, (ii) due to an event of default and acceleration for the Class A(200[•]-[•]) notes or (iii) on the legal maturity date for the Class A(200[•]-[•]) notes, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” in the prospectus, the Class A(200[•]-[•]) noteholders have recourse only to the proceeds of that sale.

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Accumulation Reserve Account

The issuing entity will establish an accumulation reserve subaccount to cover shortfalls in investment earnings on amounts (other than prefunded amounts) on deposit in the principal funding subaccount for the Class A(200[•]-[•]) notes.

The amount targeted to be deposited in the accumulation reserve subaccount for the Class A(200[•]-[•]) notes is zero, unless more than one budgeted deposit is required to accumulate and pay the principal of the Class A(200[•]-[•]) notes on its expected principal payment date, in which case, the amount targeted to be deposited is 0.5% of the outstanding dollar principal amount of the Class A(200[•]-[•]) notes, or another amount designated by the issuing entity. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits to the Accumulation Reserve Account” in the prospectus.

Shared Excess Available Funds

The BAseries will be included in “Group A.” In addition to the BAseries, the issuing entity may issue other series of notes that are included in Group A. As of the date of this prospectus supplement, the BAseries is the only series of notes issued by the issuing entity.

To the extent that Available Funds allocated to the BAseries are available after all required applications of those amounts as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Application of BAseries Available Funds” in the prospectus, these unused Available Funds, referred to as shared excess Available Funds, will be applied to cover shortfalls in Available Funds for other series of notes in Group A. In addition, the BAseries may receive the benefits of shared excess Available Funds from other series in Group A, to the extent Available Funds for those other series of notes are not needed for those series. See “Sources of Funds to Pay the Notes—The Collateral Certificate,” and “—Deposit and Application of Funds for the BAseries—Shared Excess Available Funds” in the prospectus.

Stock Exchange Listing

The issuing entity will apply to list the Class A(200[Ÿ]-[Ÿ]) notes on a stock exchange in Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class A(200[Ÿ]-[Ÿ]) notes are listed on a stock exchange you may contact the issuing entity at c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, telephone number: (302) 651-1284.

Ratings

The issuing entity will issue the Class A(200[Ÿ]-[Ÿ]) notes only if they are rated at least “AAA” or “Aaa” or its equivalent by at least one nationally recognized rating agency.

Other tranches of Class A notes may have different rating requirements from the Class A(200[Ÿ]-[Ÿ]) notes.

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A rating addresses the likelihood of the payment of interest on a note when due and the ultimate payment of principal of that note by its legal maturity date. A rating does not address the likelihood of payment of principal of a note on its expected principal payment date. In addition, a rating does not address the possibility of an early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. A rating is not a recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

See “Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease” in the prospectus.

Underwriting

Subject to the terms and conditions of the underwriting agreement for the Class A(200[Ÿ]-[Ÿ]) notes, the issuing entity has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the Class A(200[Ÿ]-[Ÿ]) notes set forth opposite its name:

The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $[Ÿ] of the aggregate principal amount of the Class A(200[Ÿ]-[Ÿ]) notes if any of the Class A(200[Ÿ]-[Ÿ]) notes are purchased.

The underwriters have advised the issuing entity that the several underwriters propose to offer the Class A(200[Ÿ]-[Ÿ]) notes to the public [at the public offering price determined by the several underwriters and set forth on the cover page of this prospectus supplement and to offer the Class A(200[Ÿ]-[Ÿ]) notes to certain dealers at that public offering price less a concession not in excess of [Ÿ]% of the principal amount of the Class A(200[Ÿ]-[Ÿ]) notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of [Ÿ]% of the principal amount] [in negotiated transactions or otherwise at varying prices to be determined at the applicable time of sale. The underwriters and any dealers that participate with the underwriters in the distribution of the Class A(200[Ÿ]-[Ÿ]) notes will be underwriters, and the difference between the purchase price for the Class A(200[Ÿ]-[Ÿ]) notes paid to the issuing entity and the proceeds from the sales of the Class A(200[Ÿ]-[Ÿ]) notes realized by the underwriters and any dealers that participate with the underwriters in the distribution of the Class A(200[Ÿ]-[Ÿ]) notes will constitute underwriting discounts and commissions].

[After the initial public offering, the public offering price and other selling terms may be changed by the underwriters.]

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Each underwriter of the Class A(200[Ÿ]-[Ÿ]) notes has agreed that:

In connection with the sale of the Class A(200[Ÿ]-[Ÿ]) notes, the underwriters may engage in:

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Class A(200[Ÿ]-[Ÿ]) notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.

[The issuing entity, Funding and FIA will, jointly and severally, indemnify the underwriters[, agents and their controlling persons] against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities.]

Banc of America Securities LLC, one of the underwriters of the Class A(200[Ÿ]-[Ÿ]) notes, is an affiliate of each of FIA and Funding.

Proceeds to the issuing entity from the sale of the Class A(200[Ÿ]-[Ÿ]) notes [and the underwriting discount are set forth on the cover page of this prospectus supplement]. Proceeds to the issuing entity from the sale of the Class A(200[Ÿ]-[Ÿ]) 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 $[Ÿ].

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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 and, for additional accounts, as of the related 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 “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. [In addition, the merger of Bank of America Corporation and MBNA Corporation is anticipated to result in changes to credit card account terms. See “Transaction Parties—FIA and Affiliates—Mergers” and “FIA’s Credit Card Activities” in the prospectus.]

Static pool information regarding the performance of the receivables in master trust II is being provided through an Internet Web site at http://ccabs.bankofamerica.com/abs/staticpool/index.html. 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.

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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.

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)

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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. Due to an increased number of bankruptcy filings prior to the general effective date of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, there was a significant increase in total charge-offs for the month of December 2005. See “Transaction Parties—FIA and Affiliates—Impact of Bankruptcy Reform Law” in the prospectus.

Principal Charge-Off Experience

Master Trust II Portfolio

(Dollars in Thousands)

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 is 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.

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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.

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 are treated as collections of finance charge receivables.

Revenue Experience

Master Trust II Portfolio

(Dollars in Thousands)

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

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month, thereby avoiding periodic finance charges on their purchases—and upon other credit card related services for which the cardholder pays a fee. Fees for these other services will be treated for purposes of the master trust II agreement as principal receivables rather than finance charge receivables. However, FIA may specify that it will treat these fees as finance charge receivables. 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.

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 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

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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.

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 [Ÿ][Ÿ], 200[Ÿ]. Because the future composition of the Master Trust II Portfolio may change over time, neither these tables nor the information contained in “Class A(200[Ÿ]-[Ÿ]) 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.

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Composition by Account Balance Master Trust II Portfolio

Composition by Credit Limit

Master Trust II Portfolio

Composition by Period of Delinquency

Master Trust II Portfolio

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Composition by Account Age

Master Trust II Portfolio

Geographic Distribution of Accounts

Master Trust II Portfolio

Since the largest number of cardholders (based on billing address) whose accounts were included in master trust II as of [Ÿ] [Ÿ], 200[Ÿ] were in [Ÿ], [Ÿ], [Ÿ], [Ÿ], and [Ÿ], adverse changes in the economic conditions in these areas could have a direct impact on the timing and amount of payments on the notes.

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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 [Ÿ] month period ended [Ÿ] [Ÿ], 200[•]. Receivables, as presented in the following table, are determined as of [Ÿ] [Ÿ], 200[Ÿ]. 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 Account” 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

A FICO score is an Equifax [identify the type] FICO Score.

A “refreshed” FICO score means the FICO score determined by Equifax during the [Ÿ] month period ended [Ÿ] [Ÿ], 200[Ÿ].

A credit card account that is “unscored” means that a FICO score was not obtained for such account during the [Ÿ] month period ended [Ÿ] [Ÿ], 200[Ÿ].

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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

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BAseries

Class B Notes

A-II-2

BAseries

Class C Notes