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
For the fiscal year ended December 31, 2004
or[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File No. 333-73728-01 and 333-73728-02
Fleet Credit Card Funding Trust
on behalf of
Fleet Credit Card Master Trust II
(formerly ADVANTA Credit Card Master Trust II)
(Exact name of registrant as specified in its charter)
Delaware | 23-3101310 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
300 North Wakefield Drive, Newark, Delaware 19702
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 266-5004
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None | Name of each exchange on which registered
N/A |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
None | Name of each exchange on which registered
N/A |
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. Yes [X] No [ ]
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 III of this Form 10-K or any amendment to this Form 10-K [ ].
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes[ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: None
Documents Incorporated By Reference:
No documents incorporated by reference.
INTRODUCTORY NOTEThe Fleet Credit Card Master Trust II (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of December 1, 1993. That Pooling and Servicing Agreement has been amended numerous times and was most recently amended and restated as of January 1, 2002 and amended by Amendment Number 1 thereto, dated as of April 1, 2002 (as so amended and restated, (the "Pooling and Servicing Agreement")). The Pooling and Servicing Agreement as so amended and restated is among Fleet Credit Card Funding Trust, as transferor (the "Transferor"), Bank of America, National Association (USA) (as successor to Fleet Bank (RI), National Association), as servicer, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
The Trust is the Issuer of the following certificates which were outstanding during some or all of 2004: Class A Floating Rate Asset Backed Certificates, Series 1996-B ("Series 96-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 1996-B ("Series 96-B Class B"), Class A Floating Rate Asset Backed Certificates, Series 1999-B ("Series 99-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 1999-B ("Series 99-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 1999-C ("Series 99-C Class A"), Class B Fixed Rate Asset Backed Certificates, Series 1999-C ("Series 99-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 1999-D ("Series 99-D Class A"), Class B Fixed Rate Asset Backed Certificates, Series 1999-D ("Series 99-D Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2000-C ("Series 00-C Class A"), Class B Floating Rate Asset Backed Certificates, Series 2000-C ("Series 00-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 2000-D ("Series 00-D Class A"), Class B Floating Rate Asset Backed Certificates, Series 2000-D ("Series 00-D Class B"), Class A Floating Rate Asset Backed Certificates, Series 2001-A ("Series 01-A Class A"), Class A Fixed Rate Asset Backed Certificates, Series 2001-B ("Series 01-B Class A"), Class B Fixed Rate Asset Backed Certificates, Series 2001-B ("Series 01-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2001-C ("Series 01-C Class A"), Class B Fixed Rate Asset Backed Certificates, Series 2001-C ("Series 01-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 2002-A ("Series 02-A Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-A ("Series 02-A Class B"), Class A Floating Rate Asset Backed Certificates, Series 2002-B ("Series 02-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-B ("Series 02-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2002-C ("Series 02-C Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-C ("Series 02-C Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2003-A ("Series 03-A Class A"), Class B Floating Rate Asset Backed Certificates, Series 2003-A ("Series 03-A Class B").
Certain terms used but not defined in this Form 10-K Annual Report have the meanings defined in the Pooling and Servicing Agreement; filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (No. 333-73728-01), and filed as Exhibit 4.2 to the Form 8-K filed on May 21, 2002 by Fleet Credit Card Funding Trust.
PART I
Item 1. Business.
Not applicable.
Item 2. Properties.
Information concerning the Trust is set forth in the Current Reports on Form 8-K dated February 17, 2004 through January 18, 2005, as filed by the Registrant.
As of December 31, 2004, approximately 1.18% of the accounts and 4.34% of the Principal Receivables in the Trust were 30 days or more delinquent. Of such amount, Accounts designated to the Trust having a principal balance of $109,670,841, or approximately 1.16% of all Principal Receivables were delinquent 30-59 days; Accounts designated to the Trust having a principal balance of $92,915,658, or approximately 0.98% of all Principal Receivables were delinquent 60-89 days; and Accounts designated to the Trust having a principal balance of $207,597,091, or approximately 2.20% of all Principal Receivables were delinquent 90 days or more.
The aggregate Investor Default Amount for the year ended December 31, 2004 was $708,120,188. There were no Investor Charge-offs for the year ended December 31, 2004.
Set forth below is certain information with respect to the outstanding series of Certificates. Supplemental Trust Information is presented in Exhibit 99.1 to this Annual Report.
Series/Class | Monthly Period Ended | Receivables Charged Off as Uncollectible with Respect to the Participation Interests of Certificateholders | Charge-offs as a % of Receivables Outstanding on an Annualized Basis |
| | | | |
|
Series 99-C Class A | December 31, 2004 | $0.00 | 0.00% |
| November 30, 2004 | $0.00 | 0.00% |
| October 31, 2004 | $1,839,295.23 | 8.73% |
| | | | |
Series 99-C Class B | December 31, 2004 | $0.00 | 0.00% |
| November 30, 2004 | $0.00 | 0.00% |
| October 31, 2004 | $147,366.10 | 8.73% |
| | | | |
Series 99-D Class A | December 31, 2004 | $0.00 | 0.00% |
| November 30, 2004 | $0.00 | 0.00% |
| October 31, 2004 | $3,558,613.49 | 8.73% |
| | | | |
Series 99-D Class B | December 31, 2004 | $0.00 | 0.00% |
| November 30, 2004 | $0.00 | 0.00% |
| October 31, 2004 | $327,472.43 | 8.73% |
| | | | |
Series 00-C Class A | December 31, 2004 | $4,141,593.03 | 9.38% |
| November 30, 2004 | $3,807,963.79 | 8.63% |
| October 31, 2004 | $3,855,105.91 | 8.73% |
| | | | |
Series 00-C Class B | December 31, 2004 | $381,153.62 | 9.38% |
| November 30, 2004 | $350,403.30 | 8.63% |
| October 31, 2004 | $354,791.15 | 8.73% |
| | | | |
Series 00-D Class A | December 31, 2004 | $5,734,602.91 | 9.38% |
| November 30, 2004 | $5,272,554.86 | 8.63% |
| October 31, 2004 | $5,337,849.79 | 8.73% |
| | | | |
Series 00-D Class B | December 31, 2004 | $527,684.05 | 9.38% |
| November 30, 2004 | $485,220.58 | 8.63% |
| October 31, 2004 | $491,243.82 | 8.73% |
| | | | |
Series 01-A Class A | December 31, 2004 | $6,127,385.94 | 9.38% |
| November 30, 2004 | $5,633,713.73 | 8.63% |
| October 31, 2004 | $5,703,554.32 | 8.73% |
| | | | |
Series 01-B Class A | December 31, 2004 | $5,347,561.95 | 9.38% |
| November 30, 2004 | $4,916,672.27 | 8.63% |
| October 31, 2004 | $4,977,637.13 | 8.73% |
| | | | |
Series 01-B Class B | December 31, 2004 | $375,266.22 | 9.38% |
| November 30, 2004 | $345,059.31 | 8.63% |
| October 31, 2004 | $349,299.24 | 8.73% |
| | | | |
Series 02-A Class A | December 31, 2004 | $5,159,965.17 | 9.38% |
| November 30, 2004 | $4,744,176.43 | 8.63% |
| October 31, 2004 | $4,803,022.78 | 8.73% |
| | | | |
Series 02-A Class B | December 31, 2004 | $437,701.59 | 9.38% |
| November 30, 2004 | $402,557.92 | 8.63% |
| October 31, 2004 | $407,527.50 | 8.73% |
| | | | |
Series 02-B Class A | December 31, 2004 | $4,837,467.32 | 9.38% |
| November 30, 2004 | $4,447,686.53 | 8.63% |
| October 31, 2004 | $4,502,798.63 | 8.73% |
| | | | |
Series 02-B Class B | December 31, 2004 | $410,445.20 | 9.38% |
| November 30, 2004 | $377,393.83 | 8.63% |
| October 31, 2004 | $382,039.43 | 8.73% |
| | | | |
Series 02-C Class A | December 31, 2004 | $4,984,070.47 | 9.38% |
| November 30, 2004 | $4,582,436.22 | 8.63% |
| October 31, 2004 | $4,639,251.34 | 8.73% |
| | | | |
Series 02-C Class B | December 31, 2004 | $351,789.35 | 9.38% |
| November 30, 2004 | $323,480.40 | 8.63% |
| October 31, 2004 | $327,472.43 | 8.73% |
| | | | |
Series 03-A Class A | December 31, 2004 | $4,984,070.47 | 9.38% |
| November 30, 2004 | $4,582,436.22 | 8.63% |
| October 31, 2004 | $4,639,251.34 | 8.73% |
| | | | |
Series 03-A Class B | December 31, 2004 | $351,789.35 | 9.38% |
| November 30, 2004 | $323,480.40 | 8.63% |
| October 31, 2004 | $327,472.43 | 8.73% |
Item 3. Legal Proceedings.
There are no material pending legal proceedings with respect to the Trust, involving either the Trust, the Trustee, Fleet Credit Card Funding Trust or Bank of America, National Association (USA) as successor to Fleet Bank (RI), National Association, other than ordinary or routine litigation incidental to the Trustee's, Fleet Credit Card Funding Trust's or Bank of America, National Association (USA)'s duties under the Pooling and Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
(a) There is no established public trading market for the Certificates.
(b) At December 31, 2004 there were twenty-six (26) holders of record of the Series 00-C Class A Certificates, three (3) holders of record of the Series 00-C Class B Certificates, twenty-nine (29) holders of record of the Series 00-D Class A Certificates, three (3) holders of record of the Series 00-D Class B Certificates, thirteen (13) holders of record of the Series 01-A Class A Certificates, forty-one (41) holders of record of the Series 01-B Class A Certificates, six (6) holders of record of the Series 01-B Class B Certificates, nineteen (19) holders of record of the Series 02-A Class A Certificates, five (5) holders of record of the Series 02-A Class B Certificates, twenty-two (22) holders of record of the Series 02-B Class A Certificates, four (4) holders of record of the Series 02-B Class B Certificates, fifty-five (55) holders of record of the Series 02-C Class A Certificates, three (3) holders of record of the Series 02-C Class B Certificates, thirty-nine (39) holders of record of the Series 03-A Class A Certificates and four (4) holders of record of the Series 03-A Class B Certificates.
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A. Quantitative and Qualitative Disclosure 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.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Each Class of Certificates is represented by one or more certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company, and an investor holding an interest in the Trust is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement. Accordingly, Cede & Co. is the sole holder of record of the Certificates, which it holds on behalf of brokers, dealers, banks and other direct participants in the Depository Trust Company system. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. The name and address of Cede & Co. is Cede & Co., c/o the Depository Trust Company, 55 Water Street, New York, New York 10041. At December 31, 2004, the following direct Depository Trust Company participants positions held in Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Series outstanding on the date. The information on positions held by the Depository Trust Company participants has been provided by the Depository Trust Company.
(a)(ix) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-C Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 24.69% | $130,771 |
Investors Bank & Trust Company
Corporate Actions Unit/Top 57
200 Clarendon St 9th Fl
Boston, MA 02116 | 21.32% | $112,941 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 13.85% | $73,377 |
The Bank of New York
One Wall Street
New York, NY 10286 | 12.24% | $64,831 |
Mellon Trust of New England, NA
525 William Penn Place Suite 3418
Pittsburgh, PA 15259 | 5.02% | $26,582 |
(a)(x) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-C Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254 | 57.44% | $28,000 |
The Northern Trust Company
801 S. Canal C-IN
Chicago, IL 60607 | 22.05% | $10,750 |
Pershing, LLC/International Services Division
One Pershing Plaza
Jersey City, NJ 07399 | 20.51% | $10,000 |
(a)(xi) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-D Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 41.58% | $304,968 |
UBS AG
677 Washington Boulevard
Stamford, CT 06901 | 18.44% | $135,250 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 13.49% | $98,980 |
The Bank of New York
One Wall Street
New York, NY 10286 | 12.36% | $90,643 |
(a)(xii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-D Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 74.81% | $50,500 |
The Bank of New York
One Wall Street
New York, NY 10286 | 14.81% | $10,000 |
Merrill Lynch, Pierce Fenner & Smith Safekeeping
4 Corporate Place
Piscataway, NJ 08854 | 10.37% | $7,000 |
(a)(xiii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-A Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 46.80% | $366,799 |
The Bank of New York
One Wall Street
New York, NY 10286 | 18.87% | $147,915 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 14.64% | $114,710 |
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607 | 10.33% | $80,951 |
(a)(xiv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-B Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
Mellon Trust of New England, NA
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259 | 35.31% | $241,519 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 14.10% | $96,433 |
Harris Trust and Savings Bank
111 W. Monroe Street
Chicago, IL 60603 | 11.84% | $80,975 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 11.30% | $77,261 |
(a)(xv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-B Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 39.58% | $19,000 |
The Bank of New York
One Wall Street
New York, NY 10286 | 20.83% | $10,000 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 20.83% | $10,000 |
Wachovia Bank NA- Philadelphia Main
530 Walnut Street 1st Floor
Philadelphia, PA 19101 | 13.54% | $6,500 |
Mellon Trust of New England, NA
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259 | 5.13% | $2,460 |
(a)(xviii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-A Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 33.75% | $222,764 |
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607 | 26.52% | $175,045 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 21
Dallas, TX 75254 | 22.83% | $150,657 |
Mellon Trust of New England, NA
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259 | 5.64% | $37,230 |
(a)(xix) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-A Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 58.93% | $33,000 |
Citigroup Global Markets/Saloman Brothers
333 W 34th Street, 3rd Floor
New York, NY 10001 | 13.21% | $7,400 |
Citibank, NA
3800 Citibank Center B3-15
Tampa, FL 33610 | 10.00% | $5,600 |
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607 | 8.93% | $5,000 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 8.93% | $5,000 |
(a)(xx) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-B Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
Mellon Trust of New England, NA
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259 | 23.29% | $144,085 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 22.96% | $142,080 |
The Bank of New York
One Wall Street
New York, NY 10286 | 18.66% | $115,430 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 8.24% | $51,000 |
JPMorgan Correspondent Clearing
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 8.08% | $50,000 |
Citibank, NA
3800 Citibank Center B3-15
Tampa, FL 33610 | 7.96% | $49,250 |
(a)(xxi) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-B Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
Citibank, NA
3800 Citibank Center B3-15
Tampa, FL 33610 | 37.95% | $19,925 |
Sumitomo Trust and Banking Co. (USA)
527 Madison Avenue
New York, NY 10022 | 33.33% | $17,500 |
The Bank of New York
One Wall Street
New York, NY 10286 | 28.57% | $15,000 |
(a)(xxii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-C Class A Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 27.54% | $175,545 |
Investors Bank & Trust Company
Corporate Actions Unit/Top57
200 Clarendon St 9th Fl
Boston, MA 02116 | 12.19% | $77,689 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 10.61% | $67,631 |
SSB Bank Portfolio
1776 Heritage Drive
North Quincy, MA 02171 | 7.58% | $48,350 |
Citibank, NA
3800 Citibank Center B3-15
Tampa, FL 33610 | 7.47% | $47,650 |
The Bank of New York
One Wall Street
New York, NY 10286 | 7.27% | $46,371 |
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607 | 6.76% | $43,068 |
Mellon Trust of New England, NA
525 William Penn Place Suite 3418
Pittsburgh, PA 15259 | 6.40% | $40,788 |
(a)(xxiii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-C Class B Certificates is indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
Bank of Tokyo-Mitsubishi Trust Company
Trust Operations Department Plaza 3
5th Floor Harborside Financial Center
Jersey City, NJ 07311-1904 | 44.44% | $20,000 |
Sumitomo Trust and Banking Co. (USA)
527 Madison Avenue
New York, NY 10022 | 33.33% | $15,000 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 22.22% | $10,000 |
(a)(xxiv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 03-A Class A Certificates indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
The Bank of New York
One Wall Street
New York, NY 10286 | 20.85% | $132,943 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 18.34% | $116,895 |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 17.56% | $111,935 |
Mellon Trust of New England, NA
525 William Penn Place Suite 3418
Pittsburgh, PA 15259 | 10.34% | $65,932 |
Harris Trust and Savings Bank
111 W. Monroe Street
Chicago, IL 60603 | 5.96% | $38,000 |
(a)(xxv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 03-A Class B Certificates indicated below:
| Name and Address of Holder | Percent of Certificates Held | Dollar Amount of Certificates Held (000's) |
JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway Fl 12
Dallas, TX 75254 | 68.89% | $31,000 |
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607 | 14.44% | $6,500 |
State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
North Quincy, MA 02171 | 11.11% | $5,000 |
Investors Bank & Trust Company
Corporate Actions Unit/Top57
200 Clarendon St 9th Fl
Boston, MA 02116 | 5.56% | $2,500 |
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)| (1) | None | |
| (2) | None | |
| (3) | Exhibit 3.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission |
| | Exhibit 99.1 | Supplementary Trust Data relating to performance of the Trust |
| | Exhibit 99.2 | Annual Servicer's Certificate |
| | Exhibit 99.3 | Reports of Independent Accountants |
| | Exhibit 99.4 | Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements |
(b) Reports on Form 8-K
The following reports on Form 8-K were filed by the registrant with respect to Monthly Periods and events occurring during the year ended December 31, 2004:
| Date | Items | Description |
| 01/15/04 | 2 | Monthly Reports for December 2003 |
| 02/17/04 | 2 | Monthly Reports for January 2004 |
| 03/15/04 | 2 | Monthly Reports for February 2004 |
| 04/15/04 | 2 | Monthly Reports for March 2004 |
| 05/17/04 | 2 | Monthly Reports for April 2004 |
| 06/15/04 | 2 | Monthly Reports for May 2004 |
| 07/15/04 | 2 | Monthly Reports for June 2004 |
| 08/16/04 | 2 | Monthly Reports for July 2004 |
| 09/15/04 | 9.01 | Monthly Reports for August 2004 |
| 10/15/04 | 9.01 | Monthly Reports for September 2004 |
| 11/15/04 | 9.01 | Monthly Reports for October 2004 |
| 12/15/04 | 9.01 | Monthly Reports for November 2004 |
(c) Exhibits
Exhibit No. | Description of Exhibit |
3.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission |
99.1 | Supplementary Trust Data |
99.2 | Annual Servicer's Certificate |
99.3 | Reports of Independent Accountants |
99.4 | Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements |
(d) Not applicable. No annual report or proxy material has been sent to security holders.
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.
| Fleet Credit Card Funding Trust |
| On behalf of Fleet Credit Card Master Trust II |
| Dated: March 18, 2005 |
| By: /s/ ELIZABETH BUIE |
| Elizabeth Buie |
| Senior Vice President |
INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit |
3.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission |
99.1 | Supplementary Trust Data |
99.2 | Annual Servicer's Certificate |
99.3 | Reports of Independent Accountants |
99.4 | Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements |
