Exhibit 99.01
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
We have examined management's assertion that MBNA America
Bank, N.A.
("MBNA" or "the Company"), a wholly owned subsidiary of MBNA
Corporation
complied with the covenants and conditions of sections
2.05(e), 2.06,
2.07, 2.08(a), 3.02, 3.04(a) and (b), 3.06(b), 4.02(a) and
4.03(a) and
(c) of the Pooling and Servicing Agreement dated as of
August 4, 1994,
as amended ("Agreement") and the appropriate sections of the
applicable
Series' Pooling and Servicing Agreement Supplements
("Agreement
Supplements"), between MBNA and The Bank of New York, as of
June 30,
1996 and for the year then ended, or portion of said year,
as specified
in Attachment A. This assertion is included in the
accompanying report
by management titled, "Report of Management on Credit Card
Trust Control
Structure Policies and Procedures and Pooling and Servicing
Agreement
Compliance" (the "Report"). Management is responsible for
MBNA's
compliance with those requirements. Our responsibility is
to express an
opinion on management's assertion about the Company's
compliance based
on our examination.
Our examination was made in accordance with standards
established by the
American Institute of Certified Public Accountants and,
accordingly,
included examining, on a test basis, evidence about MBNA's
compliance
with those requirements and performing such other procedures
as we
considered necessary in the circumstances. We believe that
our
examination provides a reasonable basis for our opinion.
Our
examination does not provide a legal determination of MBNA's
compliance
with specified requirements.
As discussed in the Report, management in providing its
assertion on
compliance assumed the accuracy of the reports prepared by
MBNA's bank
card processor and did not extend its assessment to the
relevant aspects
of MBNA's compliance that are the responsibility of the bank
card
processor. Accordingly, and in accordance with Section
3.06(a) of the
Agreement, our examination did not extend to those aspects
of MBNA's
compliance that are the responsibility of the bank card
processor and we
do not express an opinion or any other form of assurance on
those
compliance aspects.
In our opinion, management's assertion that MBNA was in
compliance with
the covenants and conditions of the sections in the
Agreement and the
applicable Agreement Supplement, referred to above, as of
June 30, 1996
and for the year then ended, or portion of said year as
specified in
Attachment A, is fairly stated, in all material respects.
This report is intended solely for the information and use
of the board
of directors and management of MBNA and should not be
referred to or
distributed for any purpose to anyone who is not authorized
to receive
such information as specified in the Agreement or in the
Exhibits
attached thereto or in the applicable Series' Underwriting
Agreement, as
specified in Attachment A. However, this report is a matter
of public
record as a result of being included as an exhibit to the
annual report
on Form 10-K prepared by MBNA and filed with the Securities
and Exchange
Commission on behalf of MBNA Master Credit Card Trust II and
its
distribution is not limited.
Ernst & Young LLP
July 26, 1996
Attachment A Date of
Pooling & Servicing Underwriting
Agreement /Subscription
Series Supplement Date PSA Supplement Sections Compliance Period Lead Underwriter Agreement
1994 - A August 4, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 CS First Boston 28-Jul-94
5.02 (a), 9(c) and (d) 11
1994 - B August 18, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 11-Aug-94
5.02(a), 9(c) and (d) 11
1994 - C October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94
5.02 (a), 9(c) and (d) 11
1994 - D October 26, 1994 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 19-Oct-94
5.02(a), 9(c) and (d) 11
1994 - E December 15, 1994 3(c), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996
5.02(a), 10(c) and (d) and 12
1995 - A March 22, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 Merrill Lynch & Co. 15-Mar-95
5.02(a), 9(c) and (d) and 11
1995 - B May 23, 1995 3(b), 4.05(a)(i), 4.09, 4.10, July 1, 1995 - June 30, 1996 J.P. Morgan Securities, Inc. 15-May-95
5.02(a), 9(c) and (d) and 11
1995 - C June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95
5.02(a), 9(c) and (d) and 12
1995 - D June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11, July 1, 1995 - June 30, 1996 Lehman Brothers Inc. 22-Jun-95
5.02(a), 9(c) and (d) and 12
1995 - E August 2, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 2, 1995 - June 30, 1996 CS First Boston 26-Jul-95
5.02(a), 9(c) and (d) and 11
1995 - F August 30, 1995 3(b), 4.05(a)(i), 4.09, 4.10, August 30, 1995 - June 30, 199 CS First Boston 16-Aug-95
5.02(a), 9(c) and (d) and 11
1995 - G September 27, 19953(b), 4.05(a)(i), 4.09, 4.10, September 27, 1995 - June 30, Lehman Brothers 22-Sep-96
5.02(a), 9(c) and (d) and 11
1995 - H September 28, 19953(b), 4.05(a)(i), 4.09, 4.10, September 28, 1995 - June 30, Barclays de Zoete Wedd Limit 22-Sep-96
5.02(a), 9(c) and (d) and 11
1995 - I October 26, 1995 3(b), 4.05(a)(i), 4.09, 4.10, October 27, 1995 - June 30,199 Merrill Lynch & Co. 19-Oct-95
5.02(a), 9(c) and (d) and 11
1995 - J November 21, 1995 3(b), 4.05(a)(i), 4.09, 4.10, November 21, 1995 - June 30,19J. P. Morgan Securities, Inc. 14-Nov-95
5.02(a), 9(c) and (d) and 11
1996 - A February 28, 1996 3(b), 4.05(a)(i), 4.09, 4.10, February 28, 1996 - June 30,19 Goldman, Sachs & Co. 21-Feb-96
5.02(a), 9(c) and (d) and 11
1996 - B March 26, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 26, 1996 - June 30, 1996 Lehman Brothers Inc. 18-Mar-96
5.02(a), 9(c) and (d) and 11
1996 - C March 27, 1996 3(b), 4.05(a)(i), 4.09, 4.10, March 27, 1996 - June 30, 1996 Merrill Lynch & Co. 20-Mar-96
5.02(a), 9(c) and (d) and 11
1996 - D May 1, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 1, 1996 - June 30, 1996 Merrill Lynch & Co. 24-Apr-96
5.02(a), 9(c) and (d) and 11
1996-E May 21, 1996 3(b), 4.05(a)(i), 4.09, 4.10, May 21, 1996 - June 30, 1996 J.P. Morgan & Co. 13-May-96
5.02(a), 9(c) and (d) and 11
Independent Accountant's Report
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
We have performed the procedures enumerated below, which
were agreed to
by MBNA America Bank, N.A. ("MBNA") and The Bank of New
York, solely to
assist you with respect to the monthly certificates for each
series (as
specified in Attachment A) in the MBNA Master Credit Card
Trust II
("Trust"), prepared by ("MBNA") pursuant to subsection
3.04(b) of the
Pooling and Servicing Agreement dated as of August 4, 1994,
as amended
("Agreement") between MBNA and The Bank of New York, as of
June 30, 1996
and for the year then ended, or portion of said year as
specified in
Attachment A. This engagement was performed in accordance
with
standards established by the American Institute of Certified
Public
Accountants. The sufficiency of the procedures is solely
the
responsibility of MBNA and The Bank of New York.
Consequently, we make
no representation regarding the sufficiency of the
procedures described
below either for the purpose for which this report has been
requested or
for any other purpose.
Our procedures were as follows: We have compared the
amounts in the
"mathematical calculations" set forth in the monthly
certificates for
each series in the Trust, for the periods noted in
Attachment A,
prepared by MBNA pursuant to subsection 3.04(b) of the
Agreement with
reports prepared by MBNA's bank card processor, which were
the source of
such amounts.
As a result of the procedures performed we noted no
instances where such
amounts set forth in the monthly certificates were not in
agreement with
reports prepared by MBNA's bank card processor.
We were not engaged to, and did not, perform an audit, the
objective of
which would be the expression of any opinion on the monthly
certificates
for each series included in the Trust, prepared by MBNA
pursuant to
subsection 3.04(b) of the Agreement or on the reports
prepared by MBNA's
bank card processor. Had we performed additional procedures
with
respect to both the monthly certificates prepared by MBNA
pursuant to
subsection 3.04(b) of the Agreement and the reports prepared
by MBNA's
bank card processor, which were the source of such amounts,
other
matters might have come to our attention that would have
been reported
to you. This report relates only to the comparison of the
amounts in
the mathematical calculations specified above and does not
extend to any
financial statements of MBNA taken as a whole.
This report is intended solely for the information and use
of the users
listed above and should not be used by those who have not
agreed to the
procedures and taken responsibility for the sufficiency of
the
procedures for their purposes. However, this report is a
matter of
public record as a result of being included as an exhibit to
the annual
report on Form 10-K prepared by MBNA and filed with the
Securities and
Exchange Commission on behalf of MBNA Master Credit Card
Trust II and
its distribution is not limited.
Ernst & Young LLP
July 26, 1996
Attachment A
Pooling and Servicing
Series Agreement Supplement Date Compliance Period
1994 - A 4-Aug-94 July 1, 1995 - June 30,1996
1994 - B 18-Aug-94 July 1, 1995 - June 30,1996
1994 - C 26-Oct-94 July 1, 1995 - June 30,1996
1994 - D 26-Oct-94 July 1, 1995 - June 30,1996
1994 - E 15-Dec-94 July 1, 1995 - June 30,1996
1995 - A 22-Mar-95 July 1, 1995 - June 30,1996
1995 - B 23-May-95 July 1, 1995 - June 30,1996
1995 - C 29-Jun-95 July 1, 1995 - June 30,1996
1995 - D 29-Jun-95 July 1, 1995 - June 30,1996
1995 - E 2-Aug-95 August 2, 1995 - June 30,1996
1995 - F 30-Aug-95 August 30, 1995 - June 30, 1996
1995 - G 27-Sep-95 September 27, 1995 - June 30, 1996
1995 - H 28-Sep-95 September 28, 1995 - June 30, 1996
1995 - I 26-Oct-95 October 26, 1995 - June 30, 1996
1995 - J 21-Nov-95 November 21, 1995 - June 30, 1996
1996 - A 28-Feb-96 February 28, 1996 - June 30, 1996
1996 - B 26-Mar-96 March 26, 1996 - June 30, 1996
1996 - C 27-Mar-96 March 27, 1996 - June 30, 1996
1996 - D 1-May-96 May 1, 1996 - June 30, 1996
1996-E 21-May-96 May 21, 1996 - June 30, 1996
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
The Bank of New York
101 Barclay Street
New York, New York 10286
MBNA Master Credit Card Trust II
We have examined management's assertion that MBNA America
Bank, N.A.
("MBNA"), a wholly owned subsidiary of MBNA Corporation
maintained
control structure policies and procedures over the functions
performed
as servicer of the MBNA Master Credit Card Trust II
("Trust"), including
all Series of the Trust as specified in Attachment A, that
are
effective, as of June 30, 1996 in providing reasonable
assurance that
Trust assets are safeguarded against loss from unauthorized
use or
disposition and that transactions are executed in accordance
with
management's authorization in conformity with the Pooling
and Servicing
Agreement dated as of August 4, 1994, as amended
("Agreement"), and the
applicable Pooling and Servicing Agreement Supplement for
each Series as
specified in Attachment A (together the "Agreements"),
between MBNA as
Seller and Owner/Servicer, and The Bank of New York, as
Trustee on
behalf of the Certificate holders of the Trust, and are
recorded
properly to permit the preparation of the required financial
reports.
This assertion is included in the accompanying report of
management
titled, "Report of Management on Credit Card Trust Control
Structure
Policies and Procedures and Pooling and Servicing Agreement
Compliance"
(the "Report").
Our examination was made in accordance with standards
established by the
American Institute of Certified Public Accountants, and
accordingly,
included obtaining an understanding of the control structure
policies
and procedures over the functions performed by MBNA as
servicer of the
Trust, testing and evaluating the design and operating
effectiveness of
the policies and procedures, and such other procedures as we
considered
necessary in the circumstances. We believe that our
examination
provides a reasonable basis for our opinion.
As discussed in the Report, management in providing its
assertion on the
control structure policies and procedures assumed the
accuracy of
reports prepared by MBNA's bank card processor and did not
extend its
assessment to the control structure policies and procedures
of MBNA's
bank card processor. Accordingly, and in accordance with
Section
3.06(a) of the Agreement, our examination did not extend to
the control
structure policies and procedures of MBNA's bank card
processor and we
do not express an opinion or any other form of assurance on
those
control structure policies and procedures.
Because of inherent limitations in any control structure
policies and
procedures, errors or irregularities may occur and not be
detected.
Also, projections of any evaluation of the control structure
policies
and procedures over the functions performed by MBNA as
servicer of the
Trust to future periods are subject to the risk that the
policies and
procedures 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 MBNA maintained
control
structure policies and procedures over the functions
performed as
servicer of the Trust that are effective, as of June 30,
1996, in
providing reasonable assurance that Trust assets are
safeguarded against
loss from unauthorized use or disposition and that
transactions are
executed in accordance with management's authorization in
conformity
with the Agreements, between MBNA as Seller and
Owner/Servicer, and The
Bank of New York, as Trustee on behalf of the Certificate
holders of the
Trust, and are recorded properly to permit the preparation
of the
required financial reports, is fairly stated, in all
material respects,
based upon the following criteria specified in the Report:
Policies and procedures provide reasonable
assurance that funds
collected are remitted to the Trustee in accordance with the
Agreements.
Policies and procedures provide reasonable
assurance that Trust
assets are segregated from those retained by MBNA in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that expenses
incurred by the Trust are calculated and remitted in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that the
addition of accounts to the Trust are authorized in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that the
removal of accounts from the Trust are authorized in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that Trust
assets amortizing out of the Trust are calculated in
accordance
with the Agreements.
Policies and procedures provide reasonable
assurance that 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.
Policies and procedures provide reasonable
assurance that monthly
Trust reports generated in the form of "Exhibits" contain
all
required information per section 5.02 of the Agreements.
This report is intended solely for the information and use
of the board
of directors and management of MBNA and should not be
referred to or
distributed for any purpose to anyone who is not authorized
to receive
such information as specified in the Agreement or in the
Exhibits
attached thereto or in each Series' Underwriting Agreement ,
as
specified in Attachment A. However, this report is a matter
of public
record as a result of being included as an exhibit to the
annual report
on Form 10-K prepared by MBNA and filed with the Securities
and Exchange
Commission on behalf of MBNA Master Credit Card Trust II and
its
distribution is not limited.
Ernst & Young LLP
July 26, 1996
Attachment A
Pooling and Servicing Agreement Date of Underwriting
Series Supplement Date Lead Underwriter /Subscription Agreement
1994 - A 4-Aug-94 CS First Boston 28-Jul-94
1994 - B 18-Aug-94 Merrill Lynch & Co. 11-Aug-94
1994 - C 26-Oct-94 Merrill Lynch & Co. 19-Oct-94
1994 - D 26-Oct-94 Merrill Lynch & Co. 19-Oct-94
1994 - E 15-Dec-94
1995 - A 22-Mar-95 Merrill Lynch & Co. 15-Mar-95
1995 - B 23-May-95 J.P. Morgan Securities, Inc. 15-May-95
1995 - C 29-Jun-95 Lehman Brothers Inc. 22-Jun-95
1995 - D 29-Jun-95 Lehman Brothers Inc. 22-Jun-95
1995 - E 2-Aug-95 CS First Boston 26-Jul-95
1995 - F 30-Aug-95 CS First Boston 16-Aug-95
1995 - G 27-Sep-95 Lehman Brothers 22-Sep-96
1995 - H 28-Sep-95 Barclays de Zoete Wedd Limite 22-Sep-96
1995 - I 26-Oct-95 Merrill Lynch & Co. 19-Oct-95
1995 - J 21-Nov-95 J. P. Morgan Securities, Inc. 14-Nov-95
1996 - A 28-Feb-96 Goldman, Sachs & Co. 21-Feb-96
1996 - B 26-Mar-96 Lehman Brothers Inc. 18-Mar-96
1996 - C 27-Mar-96 Merrill Lynch & Co. 20-Mar-96
1996 - D 1-May-96 Merrill Lynch & Co. 24-Apr-96
1996 - E 21-May-96 J.P. Morgan & Co. 13-May-96