United States securities and exchange commission logo
December 21, 2021
Keith W. Landis
President and Chief Executive Officer
BA Credit Card Funding, LLC
1020 North French Street
DE5-002-01-05
Wilmington, Delaware 19884
Re: BA Credit Card
Trust
BA Credit Card
Funding, LLC
BA Master Credit
Card Trust II
Registration
Statement on Form SF-3
Filed November 29,
2021
File Nos.
333-261397, 333-261397-01 and 333-261397-02
Dear Mr. Landis:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form SF-3
General
1. Your registration
statement appears to contemplate the possibility of floating rate notes
based on LIBOR, but
your disclosure does not include a description of risks to floating
rate noteholders
associated with the upcoming elimination of LIBOR or describe remedies
available to
noteholders in connection therewith. Although we note your bracketed
statements on the front
cover of your form of prospectus that the inclusion of LIBOR is
"for illustrative
purposes" and that "LIBOR is expected to be replaced with another
benchmark index for
floating rate tranches, in which case we will disclose the specific
Keith W. Landis
BA Credit Card Funding, LLC
December 21, 2021
Page 2
index that will be used to determine interest payments for floating
rate tranches," your
form of prospectus does not state that no LIBOR-linked floating rate
notes will be issued
prior to the elimination of LIBOR. If you have not included disclosure
about LIBOR
transition-related risks and remedies because no LIBOR-linked floating
rate notes will be
offered under this registration statement, please revise your
disclosure to clarify that any
floating rate notes will be based on an index other than LIBOR and
that the prospectus for
the floating rate notes will disclose the terms of the applicable
index.
Form of Prospectus
Risk Factors, page 38
2. We note your disclosure under "Transaction Parties; Legal Proceedings;
Affiliations,
Relationships and Related Transactions BANA and Affiliates" on page
71 of your form
of prospectus regarding the potential impacts of climate change on
Bank of America
Corporation and its operations, businesses and customers. To the
extent that you believe
investors in these asset-backed securities may be impacted by climate
related events,
including, but not limited to, existing or pending legislation or
regulation that relates to
climate change, please consider revising your risk factor disclosure
to describe these risks.
See the Commission s Guidance Regarding Disclosure Related to
Climate Change,
Interpretive Release No. 33-9106 (February 8, 2010).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Benjamin Meeks at 202-551-7146 or Arthur Sandel at
202-551-3262 if
you have any questions.
FirstName LastNameKeith W. Landis Sincerely,
Comapany NameBA Credit Card Funding, LLC
Division of
Corporation Finance
December 21, 2021 Page 2 Office of
Structured Finance
FirstName LastName