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EXHIBIT 99.1

 

 

Report of Independent Registered Public Accounting Firm

To Bank of America, National Association:

We have examined management’s assertion, included in the accompanying report by management, titled “Report of Management on BA Master Credit Card Trust II and BA Credit Card Trust Internal Control” (the “Report”), that Bank of America, National Association (the “Company”), a wholly owned subsidiary of Bank of America Corporation, maintained effective internal control over the functions performed as servicer of the BA Master Credit Card Trust II (the “Master Trust”) and the BA Credit Card Trust (the “Note Trust”, together with the Master Trust, the “Trusts”), including each series of the Master Trust and each tranche of the Note Trust as specified in the Report, as of June 30, 2015 to provide reasonable assurance that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition as specified in the Third Amended and Restated Pooling and Servicing Agreement for the Master Trust dated October 1, 2014 (the “PSA”) between the Company, BA Credit Card Funding, LLC and The Bank of New York Mellon (the “Trustee”), the Series Supplement to Third Amended and Restated Pooling and Servicing Agreement for the Master Trust for each series as specified in the Report (the “Series Supplements”) between the Company, BA Credit Card Funding, LLC and the Trustee, the Third Amended and Restated Indenture for the Note Trust dated October 1, 2014 (the “Indenture”) and the Second Amended and Restated BAseries Indenture Supplement dated October 1, 2014 (the “Indenture Supplement”), both between the Note Trust and the Trustee (the PSA, Series Supplements, Indenture and Indenture Supplement, together the “Agreements”).  The Company’s management is responsible for maintaining effective internal control over the functions performed as servicer of the Trusts.  Our responsibility is to express an opinion on management’s assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included obtaining an understanding of internal control over the functions performed by the Company as servicer of the Trusts, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control over the functions performed by the Company as servicer of the Trusts to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assertion that the Company maintained effective internal control over the functions performed as servicer of the Trusts to provide reasonable assurance that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition as of June 30, 2015 as specified within the Agreements is fairly stated, in all material respects, based on the following criteria specified in the Report:

●	Funds collected are remitted to the Trustee in accordance with the Agreements.

●	The Trusts’ assets are segregated from those retained by the Company in accordance with the Agreements.

PricewaterhouseCoopers LLP, 214 N. Tryon Street, Charlotte, NC 28202
T: (704) 344 7500, F: (704) 344 4100, www.pwc.com/us

 

●	Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements.

●	The additions of accounts to the Trusts are authorized in accordance with the Agreements.

●	The removals of accounts from the Trusts are authorized in accordance with the Agreements.

●	The Trusts’ assets amortizing out of the Trusts are calculated in accordance with the Agreements.

●	Monthly Trust reports generated in the form of “Exhibits” and provided to the Trustee are reviewed by a Vice President or above prior to distribution.

●	Monthly Trust reports generated in the form of “Exhibits” contain all information required by the Agreements.

September 22, 2015

 

September 22, 2015

 

[Letterhead of Bank of America, National Association]

Report of Management on BA Master Credit Card Trust II and BA Credit Card Trust Internal Control

Bank of America, National Association (“BANA” or the “Company”), a wholly owned subsidiary of Bank of America Corporation, is responsible for establishing and maintaining effective internal control over the functions performed as the servicer of the BA Master Credit Card Trust II and the BA Credit Card Trust (the “Trusts” or individually, the “Trust”). These internal controls are designed to provide reasonable assurance to the Company’s management and board of directors that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition, as specified in the applicable Pooling and Servicing Agreement, Series Supplements, Indenture and BAseries Indenture Supplement (together the “Agreements”) as specified in Appendix I, between BANA as Seller and Servicer, in the case of the Pooling and Servicing Agreement and the Series Supplements, or BA Credit Card Trust, in the case of the Indenture and the BAseries Indenture Supplement, and the applicable Trustee (specific Agreements and Trustees are listed in Appendix I).

Because of inherent limitations in any internal control, no matter how well-designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of internal control. Accordingly, even effective internal control can provide only reasonable assurance with respect to the achievement of any objectives of internal control. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The Company has determined that the objectives of controls with respect to servicing and reporting of the Trusts’ assets are to provide reasonable, but not absolute assurance that:

●	Funds collected are remitted to the Trustee in accordance with the Agreements.

●	The Trusts’ assets are segregated from those retained by BANA in accordance with the Agreements.

●	Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements.

●	The additions of accounts to the Trusts are authorized in accordance with the Agreements.

●	The removals of accounts from the Trusts are authorized in accordance with the Agreements.

 

September 22, 2015
Page 2

 

Trust Internal Control (continued)

●	The Trusts’ assets amortizing out of the Trusts are calculated in accordance with the Agreements.

●	Monthly Trust reports generated in the form of “Exhibits” and provided to the Trustee are reviewed by a Vice President or above prior to distribution.

●	Monthly Trust reports generated in the form of “Exhibits” contain all information required by the Agreements.

The Company assessed its internal control over the functions performed as servicer of the Trusts in relation to these criteria. Based upon this assessment, the Company believes that, as of June 30, 2015, its internal controls over the functions performed as servicer of the Trusts are effective in providing reasonable assurance that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition, as specified in the Agreements.

 

Appendix I

BA Master Credit Card Trust II

Internal Control as of June 30, 2015

* - Indicates associated agreement may have been amended

Third Amended and Restated Pooling and Servicing Agreement for the BA Master Credit Card Trust II dated October 1, 2014:

Sections 2.05(e), 2.06, 2.07, 2.08, 3.02, 3.04, 3.06, 4.02(a),(c) and (d), 13.02(d)

Series Supplement to the Third Amended and Restated Pooling and Servicing Agreement for each series specified in the Report:

Sections 3(b), 4.05 through 4.10, 5.02, and 7(c).

 

Appendix I

BA Credit Card Trust

Internal Controls as of June 30, 2015

* - Indicates associated agreement may have been amended

Third Amended and Restated Indenture for the BA Credit Card Trust dated October 1, 2014:

        Sections 310(a), 402(a), 907, 908(a) and 1201

Second Amended and Restated BAseries Indenture Supplement dated October 1, 2014:

        Sections 2.02(i)-(iv), 3.02, 3.16 and 4.01(a)

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