UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________
FORM 10-K

________
(Mark One)

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2008

2011

or

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period ____________ to ________________________

Commission file number: 000-20949

___________________

________
BA MASTER CREDIT CARD TRUST II

(Exact name of registrant as specified in its charter)
__________

________
  

Delaware

N/A

(State or other jurisdiction of incorporation)

incorporation or organization)

(IRSI.R.S. Employer Identification No.)

  

c/o BA Credit Card Funding, LLC
214 North Tryon Street
Charlotte, NC

28255

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (704)(980) 683-4915

___________________

________
BA CREDIT CARD FUNDING, LLC
(Exact name of depositor as specified in its charter)

FIA CARD SERVICES, NATIONAL ASSOCIATION

(Exact name of sponsor as specified in its charter)


___________________

________
Securities registered pursuant to Section 12(b) of the Act: None


Securities Registeredregistered pursuant to Section 12(g) of the Act:


BA Master Credit Card Trust II, Series 1997-B Series 1999-B, Series 1999-J, Series 2000-E Fixed and Floating Rate Asset Backed Certificates.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ¨    No  ýx

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ýx



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ýx  Yes    ¨  No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý  Yes    ¨  No  [Rule 405 of Regulation S-T is not applicable.]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIII of thethis Form 10-K or any amendment to this formForm 10-K.ýx  [Item 405 of Regulation S-K is not applicable.]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of“large “large accelerated filer,”“accelerated “accelerated filer”and“smaller “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer  ¨                                                                                                                               Accelerated filer  ¨

Non-accelerated filer  ýx    (Do not check if a smaller reporting company)                          Smaller reporting company  ¨



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ýx



Registrant has no voting or non-voting common equity outstanding held by non-affiliates.







INTRODUCTORY NOTE


FIA Card Services, National Association (“FIA”) is the originator, seller, and servicer under the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), and the Series 1997-B Series 1999-B, Series 1999-J, Series 2000-E, Series 2000-H, and Series 2001-B SupplementsSupplement dated as of February 27, 1997 March 26, 1999, September 23, 1999, June 1, 2000, August 23, 2000, and March 8, 2001, respectively,(as amended, supplemented or otherwise modified from time to time) by and between FIA and the trustee, providing for the issuance of the BA Master Credit Card Trust II Series 1997-B Series 1999-B, Series 1999-J, Series 2000-E, Series 2000-H, and Series 2001-B Fixed and Floating Rate Asset Backed Certificates (the “Certificates”) and is the originator of the BA Master Credit Card Trust II (the “Trust” and the “Registrant”). The Certificates do not represent obligations of or interests in FIA. In November 1988, FIA (formerly known as MBNA America Bank, National Association) made application under the Securities Exchange Act of 1934 for an exemption from certain reporting requirements. On December 30, 1988, the staff of the Securities and Exchange Commission’s Division of Corporation Finance granted FIA’s exemption request, pursuant to which FIA is not required to respond to various items of Form 10-K. Such items are designated herein as “Not Applicable”.





PART I



Item 1: Business.

Not Applicable.


Item 1A: Risk Factors.

Not Applicable.


Item 1B: Unresolved Staff Comments.

Not Applicable.


Item 2: Properties.

Not Applicable.


Item 3: Legal Proceedings.


Industry Developments


FIA Card Services, National Association (“FIA”) issues credit cards on MasterCard’s and Visa’s networks.  MasterCard and Visa are facingsubject to settlement obligations relating to certain litigations and continue to be subject to significant litigationongoing litigations, including class actions, and increased competition.  In 2003,These settlements and litigations are based on, among other things, claimed violations of United States federal antitrust laws, claims that currency conversion fees were wrongly applied on purchases of goods and services in foreign countries, and claims alleging that the interchange charged by MasterCard and Visa settled a suit by Wal-Mart and other merchants who claimed that MasterCard and Visa unlawfully tied acceptance of debit cards to acceptance of credit cards. Under the settlement MasterCard and Visa are required to, among other things, allow merchants to accept MasterCard or Visa branded credit cards without accepting their debit cards (and vice versa), reduce the prices charged to merchants for off-line signature debit transactions for a period of time, and pay amounts totaling $3.05 billion into a settlement fund. MasterCard and Visa are also parties to suits in various state courts mirroring the allegations brought by Wal-Mart and the other merchants.

In October 2004, the United States Supreme Court let stand a federal court decision in a suit brought by the U.S. Department of Justice, in which MasterCard and Visa rules prohibiting banks that issue cards on MasterCard and Visa networks from issuing cards on other networks (the “association rules”) were found to have violated federal antitrust laws. This decision effectively permits banks that issue cards on Visa’s or MasterCard’s networks, such as FIA and Bank of America Corporation’s other banking subsidiaries, to issue cards on competitor networks. Discover and American Express have initiated separate civil lawsuits against MasterCard and Visa claiming substantial damages stemming from the association rules. Visa and MasterCard have agreed to pay American Express $2.25 billion and $1.8 billion, respectively, to settle its lawsuit. The trial for the Discover lawsuit is scheduled to commence in October 2008.

impermissible.  The costs associated with these settlements, litigations and other matters could cause MasterCard and Visa to invest less in their networks and marketing efforts and could adversely affect the interchange paid to their member banks, including FIA.


Litigation

Litigation

     BankA group of America Corporation and certainmerchants have filed a series of its subsidiaries are defendants in actions filed on behalf of a putative class of retail merchants that acceptactions and individual actions with regard to interchange fees associated with Visa and MasterCard payment cards. The first of thesecard transactions.  These actions, was filed in June 2005. On April 24, 2006, putative class plaintiffs filed a First Consolidated and Amended Class Action Complaint. Plaintiffs therein allege that the defendants conspired to fix the level of interchange and merchant discount fees and that certain other practices, including various Visa and MasterCard rules, violate federal and California antitrust laws. On May 22, 2006, the putative class plaintiffs filed a supplemental complaint against many of the same defendants, including Bank of America Corporation and certain of its subsidiaries, alleging additional federal antitrust claims and a fraudulent conveyance claim under New York Debtor and Creditor Law, all arising out of MasterCard’s 2006 initial public offering. The putative class plaintiffs seek unspecified treble damages and injunctive relief. Additional defendants in the putative class actions include Visa, MasterCard, and other financial institutions.

     The putative class action plaintiffswhich have filed for class certification, and the actions are coordinated for pre-trial proceedingsbeen consolidated in the U.S. District Court for the Eastern District of New York together with additional, individual actions brought only against Visa and MasterCard, under the caption In Re Payment Card Interchange Fee and Merchant Discount AntitrustAnti-Trust Litigation. (“MotionsInterchange”), name Visa, MasterCard and several banks and bank holding companies, including Bank of America Corporation, as defendants.  Plaintiffs allege that the defendants conspired to dismiss portionsfix the level of default interchange rates, which represent the fee an issuing bank charges an acquiring bank on every transaction.  Plaintiffs also challenge as unreasonable restraints of trade under Section 1 of the First ConsolidatedSherman Act certain rules of Visa and Amended Class Action ComplaintMasterCard related to merchant acceptance of payment cards at the point of sale.  Plaintiffs seek unspecified damages and injunctive relief based on their assertion that interchange would be lower or eliminated absent the

supplemental complaint have been filed. alleged conduct.  On January 8, 2008, the Courtcourt granted thedefendants’ motion to dismiss all claims that pre-date January 1, 2004, based on the settlement and release of claims in the Wal-Mart case discussed above in“—Industry Developments.”On February 12, 2008, the Magistrate Judge assigned to these claims issued a Report and Recommendation granting the defendants’ motionfor pre-2004 damages.  Motions to dismiss the fraudulent conveyance claimsremainder of the complaint and plaintiffs’ motion for class certification are pending.


In addition, plaintiffs filed supplemental complaints against allcertain defendants, including Bank of America Corporation, relating to initial public offerings (the “IPOs”) of MasterCard and Visa.  Plaintiffs allege that the defendantsMasterCard and Visa IPOs violated Section 7 of the Clayton Act claims againstand Section 1 of the defendants other thanSherman Act.  Plaintiffs also assert that the MasterCard with leaveIPO was a fraudulent conveyance.  Plaintiffs seek unspecified damages and to replead all claims consistent withundo the decision. The Magistrate Judge also denied the motionIPOs.  Motions to dismiss the Clayton Act claims against MasterCardboth supplemental complaints were filed in March 2009 and the Section 1 Sherman Actmotions remain pending.  On June 20, 2011, plaintiffs and defendants both moved for summary judgment.  Those motions are also pending; oral argument on the summary judgment motions is scheduled for November 2, 2011.  Trial has been scheduled to begin on September 12, 2012.

Bank of America Corporation and certain of its affiliates previously entered into loss-sharing agreements with Visa and other financial institutions in connection with certain antitrust litigation against Visa, including Interchange.  Bank of America Corporation and these same affiliates have now entered into additional loss-sharing agreements for Interchange that cover all defendants, including MasterCard.  Collectively, the loss-sharing agreements require Bank of America Corporation and/or certain affiliates to pay 11.6 percent of the monetary portion of any comprehensive Interchange settlement.  In the event of an adverse judgment, the agreements require Bank of America Corporation and/or certain affiliates to pay 12.8 percent of any damages associated with Visa-related claims against all defendants. The defendants filed objections(“Visa-related damages”), 9.1 percent of any damages associated


 with MasterCard-related claims, and 11.6 percent of any damages associated with internetwork claims (“internetwork damages”) or not associated specifically with Visa or MasterCard-related claims (“unassigned damages”).

Pursuant to Visa’s publicly-disclosed Retrospective Responsibility Plan (the “RRP”), Visa placed certain proceeds from its IPO into an escrow fund (the “Escrow”).  Under the ReportRRP, funds in the Escrow may be accessed by Visa and Recommendationits members, including Bank of America, to pay for a comprehensive settlement or damages in Interchange, with Bank of America Corporation’s payments from the Escrow capped at 12.81 percent of the funds that Visa places therein.  Subject to that cap, Bank of America Corporation may use Escrow funds to cover: 73.9 percent of its monetary payment towards a comprehensive Interchange settlement, 100 percent of its payment for any Visa-related damages and plaintiffs have an opportunity to respond to the objections. The District Court will then review the Report73.9 percent of its payment for any internetwork damages and Recommendation as well as the objections and issue a final decision.unassigned damages.


Item 4: Submission of Matters to a Vote of Security Holders.

Not Applicable.

(Removed and Reserved).

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Certificates of each series representing investors’ interests in the Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company.


Item 6: Selected Financial Data.

Not Applicable.


Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Not Applicable.


Item 7A: Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.


Item 8: Financial Statements and Supplementary Data.

Not Applicable.


Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not Applicable.


Item 9A: Controls and Procedures

Not Applicable.


Item 9B: Other Information.

None.

PART III

Item 10: Directors, Executive Officers and Corporate Governance.

Not Applicable.


Item 11: Executive Compensation.

Not Applicable.


Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a) The Certificates of each series representing investors’ interests in the Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”), and an investor



holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Certificates, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system at June 30, 2008.2011. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At June 30, 2008,2011, the following direct DTC participants held positions in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of one or more series outstanding on that date, as indicated. The information on DTC participants’ held positions is provided by DTC.

    

 

 

 

            Series             

                     Participant Full Name                             

                   Total                  

             Total          

1997-B Class A

Bank of New York Mellon (The)

     556,772,000.00

     65.5%

 

JPMorgan Chase Bank

     106,150,000.00

     12.5%

 

State Street Bank and Trust Company

       97,000,000.00

     11.4%

 

Merrill Lynch, Pierce Fenner & Smith Safekeeping

       46,200,000.00

       5.4%

    

1997-B Class B

State Street Bank and Trust Company

        30,800,000.00

      41.1%

 

JPMorgan Chase Bank

        30,000,000.00

      40.0%

 

UMB Bank, National Association

          5,000,000.00

        6.7%

    

1999-B Class A

JPMorgan Chase Bank

      152,069,000.00

       23.9%

 

State Street Bank and Trust Company

     132,932,000.00

       20.9%

 

Bank of New York Mellon (The)

     130,243,000.00

       20.4%

 

Mellon Trust of New England, National Association

       56,516,000.00

         8.9%

    

1999-B Class B

JPMorgan Chase Bank

       21,000,000.00

       37.3%

 

Mellon Trust of New England, National Association

       15,000,000.00

        26.7%

 

Bank of New York Mellon (The)

         7,500,000.00

        13.3%

 

State Street Bank and Trust Company

         7,400,000.00

        13.2%

    

1999-J Class A

State Street Bank and Trust Company

      208,665,000.00

        24.5%

 

JPMorgan Chase Bank

      208,133,000.00

       24.5%

 

Bank of New York Mellon (The)

      124,641,000.00

       14.7%

 

Mellon Trust of New England, National Association

      116,561,000.00

       13.7%

    

1999-J Class B

JPMorgan Chase Bank

        42,003,000.00

       56.0%

 

Mellon Trust of New England, National Association

        14,300,000.00

       19.1%

 

Bank of New York Mellon (The)

        12,352,000.00

       16.5%

 

State Street Bank and Trust Company

          4,700,000.00

         6.3%

    

2000-E Class A

State Street Bank and Trust Company

      125,061,000.00

        25.0%

 

Bank of New York Mellon (The)

        98,830,000.00

       19.8%

 

JPMorgan Chase Bank

        68,785,000.00

        13.8%

 

Mellon Trust of New England, National Association

        56,494,000.00

       11.3%

 

Northern Trust Company (The)

        48,950,000.00

         9.8%

    

2000-E Class B

Citigroup Global Markets Inc./Salomon

        25,150,000.00

        55.9%

 

JPMorgan Chase Bank

        13,950,000.00

       31.0%

 

LaSalle Bank National Association

          3,900,000.00

         8.7%

    

2000-H Class A

JPMorgan Chase Bank

      224,500,000.00

        37.7%

 

State Street Bank and Trust Company

      140,950,000.00

        23.7%

 

U.S. Bank N.A.

        90,500,000.00

        15.2%

 

Bank of New York Mellon (The)

        63,630,000.00

        10.7%

 

Citibank, N.A.

        38,550,000.00

         6.5%

    

2000-H Class B

JPMorgan Chase Bank

        38,000,000.00

        72.4%

 

Bank of New York Mellon (The)

        14,500,000.00

        27.6%

    

 

 

 

 

2001-B Class A

Bank of New York Mellon (The)

        258,750,000.00

       40.6%

 

JPMorgan Chase Bank

        130,400,000.00

        20.5%

 

U.S. Bank N.A.

          75,000,000.00

       11.8%

 

LaSalle Bank National Association

          46,000,000.00

          7.2%

    

2001-B Class B

Bank of New York Mellon (The)

          36,250,000.00

        64.4%

 

JPMorgan Chase Bank

          20,000,000.00

        35.6%

The address of each of the above participants is:

c/o The Depository Trust Company

55 Water Street

New York, NY 10041

    
SeriesParticipant Full NameTotalTotal
    
1997-B Class AJPMorgan Chase Bank, National Association$323,084,00038.01%
 State Street Bank and Trust Company$283,443,00033.35%
 The Bank of New York Mellon / Mellon Trust of New England, National Association$87,991,00010.35%
 The Bank of New York Mellon$78,914,0009.28%
 Merrill Lynch, Pierce Fenner & Smith$43,600,0005.13%
    
1997-B Class BJPMorgan Chase Bank, National Association$33,800,00045.07%
 Citibank, N.A.$31,200,00041.60%
 UMB Bank, National Association$5,000,0006.67%

The address of each of the above participants is:

c/o The Depository Trust Company
55 Water Street
New York, NY 10041

Item 13: Certain Relationships and Related Transactions, and Director Independence.

Not Applicable.


Item 14: Principal Accountant Fees and Services.

Not Applicable.

PART IV


Item 15. Exhibits, Financial Statement Schedules.


(a)(1) Not Applicable.


(a)(2) Not Applicable.


(a)(3) Not Applicable.


(b) Exhibits

  

Exhibit
Number

Description

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

99.1

Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement).

  

99.2

Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its compliance with the provisions of the Pooling and Servicing Agreement, delivered pursuant to Section 3.06 thereof).

  

99.3

Servicer Compliance Statement of FIA Card Services, National Association.



(c) Not Applicable.




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BA Master Credit Card Trust II

By:FIA Card Services, National Association,



 as Servicer

By:/s/ Elizabeth S. Buie

Name: Elizabeth S. Buie

Title: Senior Vice President

(senior officer in charge of the servicing function)

Date: September 15, 2008

BA Master Credit Card Trust II
By:     FIA Card Services, National Association,
as Servicer
By:     /s/ Michelle D. Dumont
Name:  Michelle D. Dumont
Title:    Senior Vice President
(senior officer in charge of the servicing function)
Date:  September 28, 2011




EXHIBIT INDEX


   Exhibit
 Number  

                                                                             Description                                                                                       

31.1

Exhibit
Number		Description
31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

99.1

Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement).

  

99.2

Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to FIA Card Services, National Association (including the related assertion letter of FIA regarding its compliance with the provisions of the Pooling and Servicing Agreement, delivered pursuant to Section 3.06 thereof).

  

99.3

Servicer Compliance Statement of FIA Card Services, National Association.