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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2011 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware (I.R.S. Employer Identification No.) (Address of principal executive offices) (Zip Code) is 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. the summary judgment motions is scheduled for November 2, 2011. Trial has been scheduled to begin on September 12, 2012. (Removed and Reserved). Certificates for their own accounts or for the accounts of their customers. At June 30, Series Participant Full Name Total Total 1997-B Class A The Bank of New York Mellon $263,301,000.00 31.0% JPMorgan Chase Bank, National Association $222,425,000.00 26.2% State Street Bank and Trust Company $109,088,000.00 12.8% JPMorgan Chase Bank / Broker & Dealer $81,736,000.00 9.6% Fortis Securities LLC $49,650,000.00 5.8% Merrill Lynch, Pierce Fenner & Smith Safekeeping $43,600,000.00 5.1% 1997-B Class B State Street Bank and Trust Company $30,800,000.00 41.1% JPMorgan Chase Bank, National Association $30,000,000.00 40.0% UMB Bank, National Association $5,000,000.00 6.7% 1999-J Class A JPMorgan Chase Bank, National Association $245,991,000.00 28.9% State Street Bank and Trust Company $159,813,000.00 18.8% The Bank of New York Mellon / Mellon Trust $136,226,000.00 16.0% The Bank of New York Mellon $109,243,000.00 12.9% 1999-J Class B JPMorgan Chase Bank, National Association $42,003,000.00 56.0% The Bank of New York Mellon $12,700,000.00 16.9% U.S. Bank N.A. $4,700,000.00 6.3% Citigroup Global Markets Inc. / Salomon $4,150,000.00 5.5% 2000-E Class A JPMorgan Chase Bank, National Association $76,351,000.00 15.3% State Street Bank and Trust Company $74,961,000.00 15.0% The Bank of New York Mellon $70,995,000.00 14.2% The Bank of New York Mellon / Mellon Trust $68,420,000.00 13.7% Banc of America Securities LLC $39,600,000.00 7.9% Northern Trust Company (The) $30,465,000.00 6.1% 2000-E Class B JPMorgan Chase Bank, National Association $39,100,000.00 86.9% Bank of America / LaSalle Bank NA $3,900,000.00 8.7% 2000-H Class A JPMorgan Chase Bank, National Association $284,920,000.00 47.9% State Street Bank and Trust Company $103,950,000.00 17.5% JPMorgan Chase Bank / Broker & Dealer $77,980,000.00 13.1% The Bank of New York Mellon $66,125,000.00 11.1% U.S. Bank N.A. $40,000,000.00 6.7% 2000-H Class B JPMorgan Chase Bank, National Association $28,000,000.00 53.3% The Bank of New York Mellon $14,500,000.00 27.6% Mitsubishi UFJ Trust & Banking Corporation $10,000,000.00 19.0% 2001-B Class A JPMorgan Chase Bank, National Association $216,400,000.00 33.9% The Bank of New York Mellon $138,250,000.00 21.7% JPMorgan Chase Bank / Broker & Dealer $85,110,000.00 13.4% Bank of America / LaSalle Bank NA $40,000,000.00 6.3% U.S. Bank N.A. $40,000,000.00 6.3% 2001-B Class B The Bank of New York Mellon $36,250,000.00 64.4% JPMorgan Chase Bank, National Association $20,000,000.00 35.6% Description 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. Description 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.2009o_______________________ to __________________________________________________________DelawareN/AN/A (State or other jurisdiction of incorporation or organization) Registrant's(704)(980) 683-4915_________________Registeredregistered pursuant to Section 12(g) of the Act:Series 1999-J, Series 2000-E Fixed and Floating Rate Asset Backed Certificates.o No ýxo No ýxx Yes ¨o Nox Yes ¨o No [Rule 405 of Regulation S-T is not applicable.]registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ýx [Item 405 of Regulation S-K is not applicable.]"large“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o Accelerated filer oNon-accelerated filer x(Do not check if a smaller reporting company) Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes Large accelerated filer ¨ Accelerated filer ¨oNo x("FIA"(“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"“Agreement”), and the Series 1997-B Series 1999-J, Series 2000-E, Series 2000-H, and Series 2001-B SupplementsSupplement dated as of February 27, 1997 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-J, Series 2000-E, Series 2000-H, and Series 2001-B Fixed and Floating Rate Asset Backed Certificates (the "Certificates"“Certificates”) and is the originator of the BA Master Credit Card Trust II (the "Trust"“Trust” and the "Registrant"“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'sCommission’s Division of Corporation Finance granted FIA'sFIA’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"“Not Applicable”. Card Services, National Association ("FIA") issues credit cards on MasterCard'sMasterCard’s and Visa'sVisa’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.LitigationBankA group of America Corporation and certainmerchants have filed a series of its subsidiaries are defendants in putative class actions filed on behalf of retail merchants that acceptand individual actions with regard to interchange fees associated with Visa and MasterCard payment cards. Additional defendants include Visa, MasterCard, and other financial institutions. Plaintiffs seek unspecified treble damages and injunctive relief and 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. The classcard transactions. These actions, are coordinated for pre-trial proceedingswhich have been consolidated in the U.S. District Court for the Eastern District of New York together with individual actions brought only against Visa and MasterCard, under the caption In Re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation. (“Interchange”), name Visa, MasterCard and several banks and bank holding companies, including Bank of America Corporation, as defendants. Plaintiffs allege that the defendants conspired to fix 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 Sherman Act certain rules of Visa and MasterCard 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 alleged conduct. On January 8, 2008, the District Court dismissedcourt granted defendants’ motion to dismiss all claims for pre-2004 damages. Plaintiffs filed aMotions to dismiss the remainder of the complaint and plaintiffs’ motion for class certification on May 8, 2008, and the defendants have opposed that motion. On January 29, 2009, the classare pending. an amended consolidated complaint. A motion to dismiss the foregoing complaint was filed on March 31, 2009.The class plaintiffs have also filed two supplemental complaints against certain defendants, including Bank of America Corporation, and certain of its subsidiaries, relating to respectively, MasterCard's 2006 initial public offeringofferings (the “IPOs”) of MasterCard IPO) and Visa's 2008 initial public offering (theVisa. Plaintiffs allege that the MasterCard and Visa IPO). The supplemental complaints, which seek unspecified treble damagesIPOs violated Section 7 of the Clayton Act and injunctive relief,Section 1 of the Sherman Act. Plaintiffs also assert among other things, claims under federal antitrust laws. On November 25, 2008, the District Court granted defendants' motion to dismiss the supplemental complaint relating tothat the MasterCard IPO with leavewas a fraudulent conveyance. Plaintiffs seek unspecified damages and to amend. On January 29, 2009, plaintiffs amended this supplemental complaint and also filedundo the supplemental complaint relating to the Visa IPO. IPOs. Motions to dismiss both of the foregoingsupplemental complaints were filed in March 2009 and the motions remain pending. On June 20, 2011, plaintiffs and defendants both moved for summary judgment. Those motions are also pending; oral argument on March 31, 2009.subsidiaries haveaffiliates previously entered into loss-sharing agreements that provide for sharing liabilitieswith Visa and other financial institutions in connection with certain antitrust litigation against Visa, (the Visa-Related Litigation), including In Re Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation. Under these agreements, Bank of America Corporation and these same affiliates have now entered into additional loss-sharing agreements for InterchangeCorporation's obligations to Visa in that cover all defendants, including MasterCard. Collectively, the Visa-Related Litigation are capped atloss-sharing agreements require Bank of America Corporation's membership interest in Visa USA (currently approximately 12.9 percent). Also under these agreements, Visa Inc. has used aCorporation 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 (“Visa-related damages”), 9.1 percent of any damages associatedIPOand its members, including Bank of America, to fund liabilities arisingpay for a comprehensive settlement or damages in Interchange, with Bank of America Corporation’s payments from the Visa-Related Litigation, includingEscrow 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 Interchangesettlement, during 2008100 percent of Discover Financial Services v. Visa USA, et al.its payment for any Visa-related damages and the 2007 settlement73.9 percent of American Express Travel Related Services Company v. Visa USA, et al.,its payment for any internetwork damages and has stated that it will use such proceeds to fund other liabilities in the future, if any, arising from the Visa-Related Litigation.unassigned damages.Submission of Matters to a Vote of Security Holders.Not Applicable.Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.investors'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.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.investors'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"(“DTC”), and an investor2009.2011. Such direct participants may hold2009,2011, 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'participants’ held positions is provided by DTC.The address of each of the above participants is:c/o The Depository Trust Company Series Participant Full Name Total Total 1997-B Class A JPMorgan Chase Bank, National Association $323,084,000 38.01% State Street Bank and Trust Company $283,443,000 33.35% The Bank of New York Mellon / Mellon Trust of New England, National Association $87,991,000 10.35% The Bank of New York Mellon $78,914,000 9.28% Merrill Lynch, Pierce Fenner & Smith $43,600,000 5.13% 1997-B Class B JPMorgan Chase Bank, National Association $33,800,000 45.07% Citibank, N.A. $31,200,000 41.60% UMB Bank, National Association $5,000,000 6.67% 55 Water StreetNew York, NY 10041The address of each of the above participants is: c/o The Depository Trust Company 55 Water Street New York, NY 10041 ExhibitNumberDescription31.131.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. BA Master Credit Card Trust IIBy: FIA Card Services, National Association,as ServicerBy: /s/ Elizabeth S. Buie Name: Elizabeth S. BuieTitle:By: FIA Card Services, National Association, as Servicer Name: Michelle D. Dumont Title: Senior Vice President (senior officer in charge of the servicing function) Date: September 28, 2011 (senior officer in charge of the servicing function)Date: September 22, 2009ExhibitNumberDescription31.1
Number31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.