Independent Accountant's Report
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
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 sections specified in
Attachment A of the applicable Series' Pooling and Servicing
Agreement Supplement ("Agreement Supplement"), between MBNA
and The Bank of New York, during the compliance periods
specified in Attachment A. This assertion is included in the
accompanying report by management titled, "Report of
Management on Credit Card Trust Internal Control 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, during the compliance periods specified
in Attachment A, is fairly stated, in all material respects.
This report is intended solely for the 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 applicable Series'
Underwriting/Subscription 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
August 6, 1997
<CAPTION >
Attachme nt 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, 4.10July 1, 1996 - June 30, 1997 CS First Boston 28-Jul-94
9(c) and (d) 11
1994 - B August 18, 1994 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 11-Aug-94
9(c) and (d) 11
1994 - C October 26, 19943(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-94
9(c) and (d) 11
1994 - D October 26, 19943(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-94
9(c) and (d) 11
1994 - E December 15, 1993(c), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997
10(c) and (d) and 12
1995 - A March 22, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 15-Mar-95
9(c) and (d) and 11
1995 - B May 23, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J.P. Morgan Securities, Inc.15-May-95
9(c) and (d) and 11
1995 - C June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 22-Jun-95
9(c) and (d) and 12
1995 - D June 29, 1995 3(b), 4.05(a)(i), 4.09, 4.11July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 22-Jun-95
9(c) and (d) and 12
1995 - E August 2, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 CS First Boston 26-Jul-95
9(c) and (d) and 11
1995 - F August 30, 1995 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 CS First Boston 16-Aug-95
9(c) and (d) and 11
1995 - G September 27, 193(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Lehman Brothers 22-Sep-96
9(c) and (d) and 11
1995 - H September 28, 193(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Barclays de Zoete Wedd Limi22-Sep-96
9(c) and (d) and 11
1995 - I October 26, 19953(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 19-Oct-95
9(c) and (d) and 11
1995 - J November 21, 1993(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J. P. Morgan Securities, Inc14-Nov-95
9(c) and (d) and 11
1996 - A February 28, 1993(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Goldman, Sachs & Co. 21-Feb-96
9(c) and (d) and 11
1996 - B March 26, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Lehman Brothers Inc. 18-Mar-96
9(c) and (d) and 11
1996 - C March 27, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 20-Mar-96
9(c) and (d) and 11
1996 - D May 1, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 Merrill Lynch & Co. 24-Apr-96
9(c) and (d) and 11
1996-E May 21, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 1, 1996 - June 30, 1997 J.P. Morgan & Co. 13-May-96
9(c) and (d) and 11
1996-F June 25, 1996 3(b), 4.05(a)(i), 4.09, 4.10June 25, 1996 - June 30, 1997
10(c) and (d) and 12
1996-G July 17, 1996 3(b), 4.05(a)(i), 4.09, 4.10July 17, 1996 - June 30, 1997 Lehman Brothers 10-Jul-96
9(c) and (d) and 11
1996-H August 14, 1996 3(b), 4.05(a)(i), 4.09, 4.10August 14, 1996 - June 30,199 Goldman, Sachs & Co. 7-Aug-96
9(c) and (d) and 11
1996-I September 25, 193(b), 4.05(a)(i), 4.09, 4.10September 25, 1996 - June 30,Class A: Merrill Lynch Bank 20-Sep-96
10(c) and (d) and 12
1996-J September 19, 193(b), 4.05(a)(i), 4.09, 4.10September 19, 1996 - June 30, J.P. Morgan & Co. 12-Sep-96
9(c) and (d) and 11
1996-K October 24, 19963(b), 4.05(a)(i), 4.09, 4.10October 24, 1996 - June 30, 1 Goldman, Sachs & Co. 18-Oct-96
9(c) and (d) and 11
1996-L December 3, 19963(b), 4.05(a)(i), 4.09, 4.10December 3, 1996 - June 30, 1 Salomon Brothers Inc. 19-Nov-96
9(c) and (d) and 11
1996-M November 26, 1993(b), 4.05(a)(i), 4.09, 4.10November 26, 1996 - June 30, CS First Boston 19-Nov-96
9(c) and (d) and 11
1997-A January 30, 19973(b), 4.05(a)(i), 4.09, 4.10January 30, 1997 - June 30, 1997
9(c) and (d) and 11
1997-B February 27, 1993(b), 4.05(a)(i), 4.09, 4.10February 27, 1997 - June 30, Lehman Brothers 20-Feb-97
9(c) and (d) and 11
1997-C March 26, 1997 3(b), 4.05(a)(i), 4.09, 4.10March 26, 1997 - June 30, 199 Merrill Lynch & Co. 19-Mar-97
9(c) and (d) and 11
1997-D May 22, 1997 3(b), 4.05(a)(i), 4.09, 4.10May 22, 1997 - June 30, 1997
10(c) and (d) and 12
1997-E May 8, 1997 3(b), 4.05(a)(i), 4.09, 4.10May 8, 1997 - June 30, 1997 J.P. Morgan & Co. 24-Apr-97
9(c) and (d) and 11
Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance
Control Structure Policies and Procedures
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's Credit Card Trusts
and Pools, listed on Appendix I (the "Trusts and Pools" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool 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
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements, Receivables Purchase
Agreement or Receivables Transfer Agreement (the
"Agreements") as applicable, between MBNA as seller and
owner/servicer and the applicable Trustee or Agent (specific
Agreements and Trustees or Agent are listed in Appendix I)
and are recorded properly to permit the preparation of the
required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect of the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pools are
calculated and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pools are
authorized in accordance with the Agreements.
- - The removal of accounts from the Trusts and Pools are
authorized in accordance with the Agreements.
August 6, 1997
Page 2
Control Structure Policies and Procedures (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pools are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pools in relation to
these criteria. This assessment assumed the accuracy of
reports prepared by MBNA's bank card processor and did not
extend to the controls of MBNA's bank card processor. Based
upon this assessment, the Company believes that, as of June
30, 1997, its controls over the functions performed as
servicer of the Trusts and Pools are effective in providing
reasonable assurance that Trust and Pool 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 and the applicable Trustees and
Agents and are recorded properly to permit the preparation
of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the agreements. In performing this
assessment, the Company assumed the accuracy of 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.
Based upon this assessment, MBNA was in material compliance
with the relevant covenants and conditions identified in
Appendix I for each agreement for the period specified in
the Appendix. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 6, 1997
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
_______________________________
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Thomas D. Wren
_______________________________
Thomas D. Wren
Senior Executive Vice President and Treasurer
/s/ Victor P. Manning
________________________________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
________________________________
Douglas O. Hart
Executive Vice President
APPENDIX 1
PSA SERVICING PSA COVENANTS
PSA/RPA/ SUPPL. COMPLIANCE AND
TRUST RTA DATE DATE PERIOD CONDITIONS
MBNA Master Credit Card Trust:
TRUSTEE: Bankers Trust Company
Series 1991-1 9/25/91 9/25/91 7/1/96 - 4/16/97 (1)
Series 1992-1 9/25/91 5/29/92 7/1/95 - 6/30/97 (1)
Series 1992-2 9/25/91 8/6/92 7/1/96 - 6/30/97 (1)
Series 1992-3 9/25/91 11/24/92 7/1/96 - 6/30/97 (1)
Series 1993-1 9/25/91 2/25/93 7/1/96 - 6/30/97 (1)
Series 1993-2 9/25/91 6/15/93 7/1/96 - 1/15/97 (1)
Series 1993-3 9/25/91 8/24/93 7/1/96 - 6/30/97 (1)
Series 1993-4 9/25/91 12/7/93 7/1/96 - 6/30/97 (1)
Series 1994-1 9/25/91 2/25/94 7/1/96 - 6/30/97 (1)
Series 1994-2 9/25/91 5/26/94 7/1/96 - 6/30/97 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94 8/4/94 7/1/96 - 6/30/97 (2)
Series 1994-B 8/4/94 8/18/94 7/1/96 - 6/30/97 (2)
Series 1994-C 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-D 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-E 8/4/94 12/15/94 7/1/96 - 6/30/97 (4)
Series 1995-A 8/4/94 3/22/95 7/1/96 - 6/30/97 (2)
Series 1995-B 8/4/94 5/23/95 7/1/96 - 6/30/97 (2)
Series 1995-C 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-D 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-E 8/4/94 8/2/95 7/1/96 - 6/30/97 (2)
Series 1995-F 8/4/94 8/30/95 7/1/96 - 6/30/97 (2)
Series 1995-G 8/4/94 9/27/95 7/1/96 - 6/30/97 (2)
Series 1995-H 8/4/94 9/28/95 7/1/96 - 6/30/97 (2)
Series 1995-I 8/4/94 10/26/95 7/1/96 - 6/30/97 (2)
Series 1995-J 8/4/94 11/21/95 7/1/96 - 6/30/97 (2)
Series 1996-A 8/4/94 2/28/96 7/1/96 - 6/30/97 (2)
Series 1996-B 8/4/94 3/26/96 7/1/96 - 6/30/97 (2)
Series 1996-C 8/4/94 3/27/96 7/1/96 - 6/30/97 (2)
Series 1996-D 8/4/94 5/1/96 7/1/96 - 6/30/97 (2)
Series 1996-E 8/4/94 5/21/96 7/1/96 - 6/30/97 (2)
Series 1996-F 8/4/94 6/25/96 6/25/96 - 6/30/97 (4)
Series 1996-G 8/4/94 7/17/96 7/17/96 - 6/30/97 (2)
Series 1996-H 8/4/94 8/14/96 8/14/96 - 6/30/97 (2)
Series 1996-I 8/4/94 9/25/96 9/25/96 - 6/30/97 (4)
Series 1996-J 8/4/94 9/19/96 9/19/96 - 6/30/97 (2)
Series 1996-K 8/4/94 10/24/96 10/24/96 - 6/30/97 (2)
Series 1996-L 8/4/94 12/3/96 12/3/96 - 6/30/97 (2)
Series 1996-M 8/4/94 11/26/96 11/26/96 - 6/30/97 (2)
Series 1997-A 8/4/94 1/30/97 1/30/97 - 6/30/97 (2)
Series 1997-B 8/4/94 2/27/97 2/27/97 - 6/30/97 (2)
Series 1997-C 8/4/94 3/26/97 3/26/97 - 6/30/97 (2)
Series 1997-D 8/4/94 5/22/97 5/22/97 - 6/30/97 (4)
Series 1997-E 8/4/94 5/8/97 5/8/97 - 6/30/97 (2)
MBNA Gold Reserve Trust 12/16/94 N/A 7/1/96 - 6/30/97 (5)
TRUSTEE:
Barclays Bk PLC, NY Branch
MBNA Gold Option Trust 12/18/96 N/A 12/18/96 - 6/30/97 (6)
TRUSTEE:
Barclays Bk PLC, NY Branch
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04(b),
3.06(b), 4.02(a), 4.03(a), 4.03(c)
PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a),
9(c), 9(d), 9(f), 11
(2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.10, 5.02(a), 9(c),
9(d), 11
(3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.11, 5.02(a), 9(c),
9(d), 12
(4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i), 4.09, 4.10, 5.02(a), 10(c),
10(d), 12
(5) RPA Sections - 3.03(a)(ii), 3.03 (d), 3.03(e), 3.03(f), 3.03(g), 3.03(h),
3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d),
8.01(f),10.03, 10.06(a), 10.06(b).
(6) RTA Sections - 3.03(a), (d), (e), (f)(i), (g), and (h), 3.04(a), 6.01(b),
7.03, 7.04, 7.05(a), (b), (d), (e) and (f), 8.01(d), 10.03 and 10.06.
Independent Accountant's Report
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
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, during the
periods specified in Attachment A. This engagement to apply
agreed-upon procedures 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 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 or MBNA, which were the source of such amounts.
As a result of the procedures performed we noted that in all
instances 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, were in agreement with
reports prepared by MBNA's bank card processor or MBNA.
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 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 or MBNA.
Accordingly, we do not express such an opinion. Had we
performed additional procedures with respect to 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 and MBNA, 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 use of the specified
users listed above and should not be used by those who have not
agreed to the specified 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
August 6, 1997
Attachment A
Pooling and Servicing Monthly Certificates for the
Series Agreement Supplement Date Period
1994 - A 4-Aug-94 July 1, 1996 - June 30, 1997
1994 - B 18-Aug-94 July 1, 1996 - June 30, 1997
1994 - C 26-Oct-94 July 1, 1996 - June 30, 1997
1994 - D 26-Oct-94 July 1, 1996 - June 30, 1997
1994 - E 15-Dec-94 July 1, 1996 - June 30, 1997
1995 - A 22-Mar-95 July 1, 1996 - June 30, 1997
1995 - B 23-May-95 July 1, 1996 - June 30, 1997
1995 - C 29-Jun-95 July 1, 1996 - June 30, 1997
1995 - D 29-Jun-95 July 1, 1996 - June 30, 1997
1995 - E 2-Aug-95 July 1, 1996 - June 30, 1997
1995 - F 30-Aug-95 July 1, 1996 - June 30, 1997
1995 - G 27-Sep-95 July 1, 1996 - June 30, 1997
1995 - H 28-Sep-95 July 1, 1996 - June 30, 1997
1995 - I 26-Oct-95 July 1, 1996 - June 30, 1997
1995 - J 21-Nov-95 July 1, 1996 - June 30, 1997
1996 - A 28-Feb-96 July 1, 1996 - June 30, 1997
1996 - B 26-Mar-96 July 1, 1996 - June 30, 1997
1996 - C 27-Mar-96 July 1, 1996 - June 30, 1997
1996 - D 1-May-96 July 1, 1996 - June 30, 1997
1996 - E 21-May-96 July 1, 1996 - June 30, 1997
1996 - F 25-Jun-96 June 25, 1996 - June 30, 1997
1996 - G 17-Jul-96 July 17, 1996 - June 30, 1997
1996 - H 14-Aug-96 August 14, 1996 - June 30, 1997
1996 - I 25-Sep-96 September 25, 1996 - June 30, 1997
1996 - J 19-Sep-96 September 19, 1996 - June 30, 1997
1996 - K 24-Oct-96 October 24, 1996 - June 30, 1997
1996 - L 3-Dec-96 December 3, 1996 - June 30, 1997
1996 - M 26-Nov-96 November 26, 1996 - June 30, 1997
1997 - A 30-Jan-97 January 30, 1997 - June 30, 1997
1997 - B 27-Feb-97 February 27, 1997 - June 30, 1997
1997 - C 26-Mar-97 March 26, 1997 - June 30, 1997
1997 - E 8-May-97 May 8, 1997 - June 30, 1997
Independent Accountant's Report
MBNA America Bank, N.A.
1100 North King Street
Wilmington, Delaware 19801
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.'s ("MBNA"), a wholly owned subsidiary of MBNA
Corporation controls 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, are effective, as of June 30, 1997, 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 Certificateholders of the Trust,
and are recorded properly to permit the preparation of the
required financial reports. This assertion is included in
the accompanying report by management titled, "Report of
Management on Credit Card Trust Internal Control 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 controls over the functions performed
by MBNA as servicer of the Trust, testing and evaluating the
design and operating effectiveness of those controls, 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 controls over the functions performed as
servicer of the Trust assumed the accuracy of reports
prepared by MBNA's bank card processor and did not extend
its assessment to the controls 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 controls of MBNA's bank card processor and we do not
express an opinion or any other form of assurance on those
controls.
Because of inherent limitations in controls, errors or
irregularities may occur and not be detected. Also,
projections of any evaluation of the controls over the
functions performed by MBNA as servicer of the Trust to
future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the controls may deteriorate.
In our opinion, management's assertion, that MBNA's controls
over the functions performed as servicer of the Trust are
effective, as of June 30, 1997, 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:
The controls provide reasonable assurance that
funds collected are remitted to the Trustee in
accordance with the Agreements.
The controls provide reasonable assurance that
Trust assets are segregated from those retained by MBNA
in accordance with the Agreements.
The controls provide reasonable assurance that
expenses incurred by the Trust are calculated and
remitted in accordance with the Agreements.
The controls provide reasonable assurance that the
addition of accounts to the Trust are authorized in
accordance with the Agreements.
The controls provide reasonable assurance that the
removal of accounts from the Trust are authorized in
accordance with the Agreements.
The controls provide reasonable assurance that
Trust assets amortizing out of the Trust are calculated
in accordance with the Agreements.
The controls 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.
The controls 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 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 each Series' Underwriting/Subscription
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
August 6, 1997
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
1996 - F 25-Jun-96
1996 - G 17-Jul-96 Lehman Brothers 10-Jul-96
1996 - H 14-Aug-96 Goldman, Sachs & Co. 7-Aug-96
1996 - I 25-Sep-96 Class A: Merrill Lynch Bank 20-Sep-96
1996 - J 19-Sep-96 J.P. Morgan & Co. 12-Sep-96
1996 - K 24-Oct-96 Goldman, Sachs & Co. 18-Oct-96
1996 - L 3-Dec-96 Salomon Brothers Inc. 19-Nov-96
1996 - M 26-Nov-96 CS First Boston 19-Nov-96
1997 - A 30-Jan-97
1997 - B 27-Feb-97 Lehman Brothers 20-Feb-97
1997 - C 26-Mar-97 Merrill Lynch & Co. March 19,1997
1997 - D 22-May-97
1997 - E 8-May-97 J.P. Morgan & Co. 24-Apr-97
Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance
Control Structure Policies and Procedures
MBNA America Bank, N.A., ("MBNA" or the "Company"), a wholly
owned subsidiary of MBNA Corporation is responsible for
establishing and maintaining effective controls over the
functions performed as servicer of MBNA's Credit Card Trusts
and Pools, listed on Appendix I (the "Trusts and Pools" or
individually "Trust and Pool"). These controls are designed
to provide reasonable assurance to the Company's management
and board of directors that Trust and Pool 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
applicable Pooling and Servicing Agreements, Pooling and
Servicing Agreement Supplements, Receivables Purchase
Agreement or Receivables Transfer Agreement (the
"Agreements") as applicable, between MBNA as seller and
owner/servicer and the applicable Trustee or Agent (specific
Agreements and Trustees or Agent are listed in Appendix I)
and are recorded properly to permit the preparation of the
required financial reports.
There are inherent limitations in any control including the
possibility of human error and circumvention or overriding
of the control. Accordingly, even effective controls can
provide only reasonable assurance with respect of the
achievement of any objectives of controls. Further, because
of changes in conditions, the effectiveness of controls may
vary over time.
The Company has determined that the objectives of controls
with respect to servicing and reporting of sold loans are to
provide reasonable, but not absolute assurance that:
- - Funds collected are remitted to the Trustee and Agent
in accordance with the Agreements.
- - Trust and Pool assets are segregated from those
retained by MBNA in accordance with the Agreements.
- - Expenses incurred by the Trusts and Pools are
calculated and remitted in accordance with the Agreements.
- - The additions of accounts to the Trusts and Pools are
authorized in accordance with the Agreements.
- - The removal of accounts from the Trusts and Pools are
authorized in accordance with the Agreements.
August 6, 1997
Page 2
Control Structure Policies and Procedures (continued)
- - Trust and Pool assets amortizing out of the Trusts and
Pools are calculated in accordance with the Agreements.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" and provided to the
Trustee and Agent are reviewed by a Vice President or above
prior to distribution.
- - Monthly Trust and Pool reports generated in the form of
"Exhibits" or "Settlement Reports" contain all information
required by the Agreements.
The Company has assessed it controls over the functions
performed as servicer of the Trusts and Pools in relation to
these criteria. This assessment assumed the accuracy of
reports prepared by MBNA's bank card processor and did not
extend to the controls of MBNA's bank card processor. Based
upon this assessment, the Company believes that, as of June
30, 1997, its controls over the functions performed as
servicer of the Trusts and Pools are effective in providing
reasonable assurance that Trust and Pool 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 and the applicable Trustees and
Agents and are recorded properly to permit the preparation
of the required financial reports.
Pooling and Servicing Agreement Compliance
The Company is responsible for complying with the covenants
and conditions of the agreements listed in Appendix I to
this report. The Company assessed MBNA's compliance with
the relevant covenants and conditions identified in Appendix
I for each of the agreements. In performing this
assessment, the Company assumed the accuracy of 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.
Based upon this assessment, MBNA was in material compliance
with the relevant covenants and conditions identified in
Appendix I for each agreement for the period specified in
the Appendix. In addition, the Company did not identify any
instances of material non-compliance in performing the
assessment.
August 6, 1997
Page 3
MBNA America Bank, N.A. by:
/s/ M. Scot Kaufman
_______________________________
M. Scot Kaufman
Vice Chairman and Chief Financial Officer
/s/ Thomas D. Wren
_______________________________
Thomas D. Wren
Senior Executive Vice President and Treasurer
/s/ Victor P. Manning
________________________________
Victor P. Manning
Senior Executive Vice President and
Chief Accounting Officer
/s/ Douglas O. Hart
________________________________
Douglas O. Hart
Executive Vice President
APPENDIX 1
PSA SERVICING PSA COVENANTS
PSA/RPA/ SUPPL. COMPLIANCE AND
TRUST RTA DATE DATE PERIOD CONDITIONS
MBNA Master Credit Card Trust:
TRUSTEE: Bankers Trust Company
Series 1991-1 9/25/91 9/25/91 7/1/96 - 4/16/97 (1)
Series 1992-1 9/25/91 5/29/92 7/1/95 - 6/30/97 (1)
Series 1992-2 9/25/91 8/6/92 7/1/96 - 6/30/97 (1)
Series 1992-3 9/25/91 11/24/92 7/1/96 - 6/30/97 (1)
Series 1993-1 9/25/91 2/25/93 7/1/96 - 6/30/97 (1)
Series 1993-2 9/25/91 6/15/93 7/1/96 - 1/15/97 (1)
Series 1993-3 9/25/91 8/24/93 7/1/96 - 6/30/97 (1)
Series 1993-4 9/25/91 12/7/93 7/1/96 - 6/30/97 (1)
Series 1994-1 9/25/91 2/25/94 7/1/96 - 6/30/97 (1)
Series 1994-2 9/25/91 5/26/94 7/1/96 - 6/30/97 (1)
MBNA Master Credit Card Trust II:
TRUSTEE: Bank of New York
Series 1994-A 8/4/94 8/4/94 7/1/96 - 6/30/97 (2)
Series 1994-B 8/4/94 8/18/94 7/1/96 - 6/30/97 (2)
Series 1994-C 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-D 8/4/94 10/26/94 7/1/96 - 6/30/97 (2)
Series 1994-E 8/4/94 12/15/94 7/1/96 - 6/30/97 (4)
Series 1995-A 8/4/94 3/22/95 7/1/96 - 6/30/97 (2)
Series 1995-B 8/4/94 5/23/95 7/1/96 - 6/30/97 (2)
Series 1995-C 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-D 8/4/94 6/29/95 7/1/96 - 6/30/97 (3)
Series 1995-E 8/4/94 8/2/95 7/1/96 - 6/30/97 (2)
Series 1995-F 8/4/94 8/30/95 7/1/96 - 6/30/97 (2)
Series 1995-G 8/4/94 9/27/95 7/1/96 - 6/30/97 (2)
Series 1995-H 8/4/94 9/28/95 7/1/96 - 6/30/97 (2)
Series 1995-I 8/4/94 10/26/95 7/1/96 - 6/30/97 (2)
Series 1995-J 8/4/94 11/21/95 7/1/96 - 6/30/97 (2)
Series 1996-A 8/4/94 2/28/96 7/1/96 - 6/30/97 (2)
Series 1996-B 8/4/94 3/26/96 7/1/96 - 6/30/97 (2)
Series 1996-C 8/4/94 3/27/96 7/1/96 - 6/30/97 (2)
Series 1996-D 8/4/94 5/1/96 7/1/96 - 6/30/97 (2)
Series 1996-E 8/4/94 5/21/96 7/1/96 - 6/30/97 (2)
Series 1996-F 8/4/94 6/25/96 6/25/96 - 6/30/97 (4)
Series 1996-G 8/4/94 7/17/96 7/17/96 - 6/30/97 (2)
Series 1996-H 8/4/94 8/14/96 8/14/96 - 6/30/97 (2)
Series 1996-I 8/4/94 9/25/96 9/25/96 - 6/30/97 (4)
Series 1996-J 8/4/94 9/19/96 9/19/96 - 6/30/97 (2)
Series 1996-K 8/4/94 10/24/96 10/24/96 - 6/30/97 (2)
Series 1996-L 8/4/94 12/3/96 12/3/96 - 6/30/97 (2)
Series 1996-M 8/4/94 11/26/96 11/26/96 - 6/30/97 (2)
Series 1997-A 8/4/94 1/30/97 1/30/97 - 6/30/97 (2)
Series 1997-B 8/4/94 2/27/97 2/27/97 - 6/30/97 (2)
Series 1997-C 8/4/94 3/26/97 3/26/97 - 6/30/97 (2)
Series 1997-D 8/4/94 5/22/97 5/22/97 - 6/30/97 (4)
Series 1997-E 8/4/94 5/8/97 5/8/97 - 6/30/97 (2)
MBNA Gold Reserve Trust 12/16/94 N/A 7/1/96 - 6/30/97 (5)
TRUSTEE:
Barclays Bk PLC, NY Branch
MBNA Gold Option Trust 12/18/96 N/A 12/18/96 - 6/30/97 (6)
TRUSTEE:
Barclays Bk PLC, NY Branch
PSA and PSA Supplement Covenants and Conditions
(1) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04(b),
3.06(b), 4.02(a), 4.03(a), 4.03(c)
PSA Supplement Sections - 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06, 5.02(a),
9(c), 9(d), 9(f), 11
(2) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.10, 5.02(a), 9(c),
9(d), 11
(3) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a) and 4.03(a), 4.03(c).
PSA Supplement Sections - 3(b), 4.05(a)(i), 4.09, 4.11, 5.02(a), 9(c),
9(d), 12
(4) PSA Sections - 2.05(e), 2.06, 2.07, 2.08(a), 3.02, 3.04(a), 3.04 (b), 3.06
(b), 4.02(a), 4.03(a), 4.03(c).
PSA Supplement Sections - 3(c), 4.05(a)(i), 4.09, 4.10, 5.02(a), 10(c),
10(d), 12
(5) RPA Sections - 3.03(a)(ii), 3.03 (d), 3.03(e), 3.03(f), 3.03(g), 3.03(h),
3.04(a), 6.01(b), 7.03(a), 7.04(a), 7.05(a), 7.05(b), 7.05(f), 8.01(d),
8.01(f),10.03, 10.06(a), 10.06(b).
(6) RTA Sections - 3.03(a), (d), (e), (f)(i), (g), and (h), 3.04(a), 6.01(b),
7.03, 7.04, 7.05(a), (b), (d), (e) and (f), 8.01(d), 10.03 and 10.06.