avatar BANK OF AMERICA, NATIONAL ASSOCIATION Finance, Insurance, And Real Estate

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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period ___________ to ___________ Commission File Number of issuing entity: 333-208347-01 Commission File Number of issuing entity: 333-208347-02 Central Index Key Number of issuing entity: 0001128250 Central Index Key Number of issuing entity: 0000936988 BA CREDIT CARD TRUST* BA MASTER CREDIT CARD TRUST II (Exact name of issuing entity as specified in its charter) (Exact name of issuing entity as specified in its charter) (Issuer of the Notes) (Issuer of the Collateral Certificate) Commission File Number of depositor: 333-208347 Central Index Key Number of depositor: 0001370238 BA CREDIT CARD FUNDING, LLC (Exact name of depositor as specified in its charter) Central Index Key Number of sponsor: 0001102113 BANK OF AMERICA, NATIONAL ASSOCIATION (Exact name of sponsor as specified in its charter) Delaware Delaware (State or other jurisdiction of incorporation (State or other jurisdiction of incorporation or organization of the issuing entity) or organization of the issuing entity) c/o BA Credit Card Funding, LLC c/o BA Credit Card Funding, LLC 1020 North French Street 1020 North French Street DE5-002-02-06 DE5-002-02-06 Wilmington, DE 19884 Wilmington, DE 19884 (Address of principal executive offices (Address of principal executive offices of issuing entity) of issuing entity) (980) 683-4915 (980) 683-4915 (Telephone number, including area code) (Telephone number, including area code) N/A N/A (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None


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    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No [Rule 405 of Regulation S-T is not applicable.] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ☒ [Item 405 of Regulation S-K is not applicable.] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ Registrant has no voting or non-voting common equity outstanding held by non-affiliates. * In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports with the Commission in respect of BA Credit Card Trust and BA Master Credit Card Trust II under the Central Index Key (CIK) number (0001128250) for BA Credit Card Trust.


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    PART I The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 1: Business. Item 1A: Risk Factors. Item 2: Properties. Item 3: Legal Proceedings. Item 1B. Unresolved Staff Comments. Not Applicable. Item 4. Mine Safety Disclosures. Not Applicable. Substitute information provided in accordance with General Instruction J to Form 10-K: Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information). The primary asset of BA Credit Card Trust is the collateral certificate, Series 2001-D, representing an undivided interest in BA Master Credit Card Trust II, whose assets include the receivables arising in a portfolio of unsecured consumer revolving credit card accounts. BA Master Credit Card Trust II, therefore, may be considered a significant obligor in relation to BA Credit Card Trust. Pursuant to Instruction 2.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of BA Master Credit Card Trust II has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b). The pool assets held by BA Master Credit Card Trust II do not include any significant obligors. Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item. Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information). Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item. Item 1117 of Regulation AB: Legal Proceedings. Industry Developments Bank of America, National Association (“BANA”) issues credit cards on MasterCard’s and Visa’s networks. MasterCard and Visa are subject to settlement obligations relating to certain litigations and continue to be subject to significant ongoing litigations, including class actions, and increased competition. 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 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 BANA. Litigation In 2005, a group of merchants filed a series of putative class actions and individual actions directed at interchange fees associated with Visa and MasterCard payment card transactions. These actions, which were consolidated in the U.S. District Court for the Eastern District of New York under the caption In Re Payment Card Interchange Fee and Merchant Discount Anti‑Trust Litigation (“Interchange”), named Visa, MasterCard and several banks and bank holding companies, including Bank of America Corporation (“BAC”), as defendants. Plaintiffs alleged that defendants conspired to fix the level of default interchange rates and that certain rules of Visa and MasterCard related to merchant acceptance of payment cards at the point of sale were unreasonable restraints of trade under the Sherman Act. Plaintiffs sought unspecified damages and injunctive relief. 2


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    On October 19, 2012, defendants, including BAC, settled the matter. The settlement provided for, among other things, (i) payments by defendants to the class and individual plaintiffs totaling approximately $6.6 billion, allocated proportionately to each defendant based upon loss‑sharing agreements; (ii) distribution to class merchants of an amount equal to 10 basis points of default interchange across all Visa and MasterCard credit card transactions for a period of eight consecutive months, which period began on July 29, 2013, which otherwise would have been paid to Visa and MasterCard issuers, including BAC, and which effectively reduces credit interchange for that period of time; and (iii) modifications to certain Visa and MasterCard rules regarding merchant point of sale practices. The district court granted final approval of the class settlement agreement on December 13, 2013. On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the judgment approving the settlement and remanded the case back to the district court for further proceedings. On November 23, 2016, counsel for the class filed a petition with the U.S. Supreme Court seeking review of the Second Circuit decision. As a result of the Second Circuit’s decision, the Interchange class case was remanded to the district court, and the parties are in the process of coordinating the case with the already-pending actions brought by merchants who had opted out of the class settlement, as described below. Following district court approval of the class settlement agreement in December 2013, a number of the class members opted out of the settlement, and many filed individual actions against the defendants. BAC was named as a defendant in one such individual action, as well as one action brought by cardholders alleging claims under the Sherman Act and under California state law. In addition, a number of these individual actions were filed that do not name BAC as a defendant. As a result of various loss- sharing agreements, however, BAC remains liable for any settlement or judgment in these individual suits where it is not named as a defendant. Now that Interchange has been remanded to the district court, these individual actions will be coordinated as individual merchant lawsuits alongside the Interchange class case. On November 26, 2014, the district court granted defendants’ motion to dismiss the Sherman Act claim in the cardholder action, and on February 26, 2016, the court dismissed plaintiffs’ California state law claims. The plaintiffs appealed these decisions to the U.S. Court of Appeals for the Second Circuit. On October 17, 2016 the Second Circuit affirmed the dismissal of plaintiffs’ complaint and, on October 31, 2016, it denied plaintiffs’ petition for rehearing en banc. Regulatory Developments On April 7, 2014, FIA Card Services, National Association (“FIA”) and BANA entered into separate Consent Orders with the Office of the Comptroller of the Currency (the “OCC”) and the Consumer Financial Protection Bureau (the “CFPB”). The Consent Order with the OCC resolved its investigation into billing and fulfillment practices concerning identity theft protection products, including those marketed and billed by vendors. The Consent Order with the CFPB resolved its investigation into billing and fulfillment practices concerning identity theft protection products, including those marketed and billed by vendors, and also resolved its investigation into marketing, sales and fulfillment practices concerning certain credit card debt cancellation products. Pursuant to these Consent Orders, FIA and BANA paid, in April 2014, $45 million in civil monetary penalties and subsequently provided approximately $731 million in refunds to affected consumers. In addition, BANA agreed to certain enhancements in its vendor, third‑party provider and risk management programs for certain products. On April 25, 2016, the OCC lifted its Consent Order. On May 29, 2015, BANA entered into a Consent Order with the OCC to resolve its investigation relating to BANA’s enterprise-wide compliance risk management program, compliance with the Servicemembers Civil Relief Act, and activities in connection with sworn document and collections litigation practices. In connection with entering into this Consent Order with the OCC, BANA was assessed $30 million in civil monetary penalties and agreed to provide remediation to affected customer accounts. 3


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    Legal Proceedings Involving The Bank of New York Mellon In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, The Bank of New York Mellon was named as a defendant in a lawsuit brought by a group of institutional investors. This lawsuit alleges that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigation vigorously. The Bank of New York Mellon has provided us with the information in the paragraph above in response to the requirements of Regulation AB. Other than the above paragraph and the information concerning The Bank of New York Mellon specified in this Form 10-K under the caption Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria and in Exhibit 33.2 to this Form 10-K, The Bank of New York Mellon has not participated in the preparation of, and is not responsible for, any other information contained in this Form 10-K. PART II The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6: Selected Financial Data. Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 7A: Quantitative and Qualitative Disclosures about Market Risk. Item 8: Financial Statements and Supplementary Data. Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 9A: Controls and Procedures. Item 9B: Other Information. None. PART III The following Items have been omitted in accordance with General Instruction J to Form 10-K: Item 10: Directors, Executive Officers and Corporate Governance. Item 11: Executive Compensation. Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13: Certain Relationships and Related Transactions, and Director Independence. Item 14: Principal Accountant Fees and Services. Substitute information provided in accordance with General Instruction J to Form 10-K: Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions. Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119. Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria. (a) Item 1122 Reports: Each of BANA, with respect to itself and its affiliated servicing participants, and The Bank of New York Mellon (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust. Each Servicing Participant has completed a report on assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. We have not independently verified the accuracy of The Bank of New York Mellon’s assertions or the related attestations of its registered independent public accounting firm. 4


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    A Servicing Participant may engage one or more vendors to perform specific and limited activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. Each Servicing Participant indicates that it has instituted policies and procedures to monitor whether its vendors’ activities comply in all material respects with such servicing criteria, and has elected to take responsibility for assessing compliance with the servicing criteria applicable to its vendors’ activities in such Servicing Participant’s Report on Assessment. No Report on Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing Participant’s policies and procedures to monitor vendor compliance. Platform-Level Reports: Regulations of the SEC require that each servicing participant complete a report on assessment at a “platform” level, meaning that the transactions covered by the report on assessment should include all asset-backed securities transactions involving such servicing participant that are backed by the same asset type. Subsequent guidance from the SEC staff identifies additional parameters that a servicing participant may apply to define and further limit its platform. For example, a servicing participant may define its platform to include only transactions that were completed on or after January 1, 2006 (the effective date for Regulation AB) and that were registered with the SEC pursuant to the Securities Act of 1933. Each servicing participant is responsible for defining its own platform, and each platform will naturally differ based on various factors, including the servicing participant’s business model, the transactions in which it is involved and the range of activities performed in those transactions. (b) Other Reports: BANA has completed an assertion letter which states that, as of December 31, 2016, its controls over the functions performed as servicer of BA Master Credit Card Trust II and BA Credit Card Trust are effective in providing reasonable assurance that BA Master Credit Card Trust II and BA Credit Card Trust assets in the possession of or under the control of BANA, as servicer, are safeguarded against loss from unauthorized use or disposition, as specified in the applicable agreements. PricewaterhouseCoopers LLP has produced an accountants report attesting to the fairness of such assertion as of December 31, 2016. Such assertion letter and related accountants report is attached as Exhibit 99.1 to this Form 10-K. Item 1123 of Regulation AB: Servicer Compliance Statement. BANA has been identified by the registrant as a servicer with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust. BANA has provided a statement of compliance with the related servicing agreement (the “Compliance Statement”), signed by an authorized officer of BANA. The Compliance Statement is attached as an exhibit to this Form 10-K. 5


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    PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1) Not Applicable. (a)(2) Not Applicable. (a)(3) Not Applicable. (b) Exhibits Exhibit Number Description 3.1 Amended and Restated Articles of Association of Bank of America, National Association (included in Exhibit 3.1 to the registrant’s Form 10-K, as filed with the Securities and Exchange Commission on September 23, 2015, which is incorporated herein by reference). 3.2 Amended and Restated Bylaws of Bank of America, National Association (included in Exhibit 3.2 to the registrant’s Form 10-K, as filed with the Securities and Exchange Commission on September 23, 2015, which is incorporated herein by reference). 4.1 Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.2 First Amendment to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 9, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 9, 2016, which is incorporated herein by reference). 4.3 Fifth Amended and Restated Series 2001-D Supplement to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.4 Fourth Amended and Restated Trust Agreement, dated as of October 1, 2014 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference). 4.5 First Amendment to Fourth Amended and Restated Trust Agreement, dated as of December 17, 2015 (included in Exhibit 4.6 to the registrant’s Form 8- K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.6 Fourth Amended and Restated Indenture, dated as of December 17, 2015 (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.7 Third Amended and Restated BAseries Indenture Supplement, dated as of December 17, 2015 (included in Exhibit 4.5 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.8 Asset Representations Review Agreement, dated as of December 17, 2015 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 6


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    4.9 First Amendment to Asset Representations Review Agreement, dated as of May 25, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 25, 2016, which is incorporated herein by reference). 4.10 Dispute Resolution Agreement, dated as of December 17, 2015 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.11.1 Class A(2004-3) Terms Document, dated as of March 17, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2004, which is incorporated herein by reference). 4.11.2 Omnibus Amendment to the Class A Terms Documents, dated as of January 8, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 8, 2007, which is incorporated herein by reference). 4.11.3 Class A(2007-1) Terms Document, dated as of January 18, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 18, 2007, which is incorporated herein by reference). 4.11.4 Omnibus Amendment to the Class B Terms Documents, dated as of January 25, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 25, 2007, which is incorporated herein by reference). 4.11.5 Class A(2007-4) Terms Document, dated as of March 20, 2007 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 20, 2007, which is incorporated herein by reference). 4.11.6 Class A(2007-11) Terms Document, dated as of August 2, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2007, which is incorporated herein by reference). 4.11.7 Class A(2008-2) Terms Document, dated as of March 14, 2008 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2008, which is incorporated herein by reference). 7


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    4.11.8 Omnibus Amendment to the Class A(2001-2), Class C(2002-1), Class A(2002-3), Class A(2002-5), Class C(2002-3), Class A(2002-8), Class C(2002-6), Class C(2002-7), Class C(2003-1), Class A(2003-4), Class A(2003-8), Class A(2003-10), Class C(2003-7), Class A(2004-2), Class C(2004-1), Class A(2004-3), Class B(2004-1), Class A(2004-6), Class C(2004-2), Class A(2004-7), Class B(2004-2), Class A(2004-8), Class A(2004-10), Class A(2005- 2), Class C(2005-1), Class A(2005-3), Class B(2005-1), Class A(2005-4), Class B(2005-2), Class A(2005-6), Class C(2005-2), Class A(2005-8), Class A(2005-9), Class A(2005-10), Class A(2005-11), Class C(2006-1), Class B(2006-1), Class A(2006-2), Class C(2006-2), Class A(2006-3), Class C(2006- 3), Class A(2006-5), Class C(2006-4), Class A(2006-6), Class A(2006-7), Class A(2006-8), Class C(2006-5), Class B(2006-3), Class A(2006-9), Class A(2006-10), Class A(2006-11), Class A(2006-12), Class C(2006-7), Class A(2006-13), Class B(2006-4), Class A(2006-14), Class A(2006-15), Class A(2006-16), Class A(2007-1), Class B(2007-1), Class C(2007-1), Class B(2007-2), Class A(2007-2), Class A(2007-3), Class A(2007-4), Class B(2007- 3), Class A(2007-6), Class B(2007-4), Class C(2007-2), Class A(2007-7), Class A(2007-8), Class A(2007-9), Class A(2007-10), Class A(2007-11), Class A(2007-12), Class B(2007-5), Class A(2007-13), Class B(2007-6), Class C(2007-4), Class A(2007-14), Class A(2007-15), Class B(2008-1), Class A(2008-1), Class C(2008-1), Class B(2008-2), Class C(2008-2), Class A(2008-2), Class A(2008-4), Class A(2008-5), Class A(2008-6), Class A(2008-7), Class C(2008-4), Class A(2008-8), Class A(2008-9), Class B(2008-4), Class C(2008-5) and Class A(2008-10) Terms Documents, dated as of April 14, 2009 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2009, which is incorporated herein by reference). 4.11.9 Omnibus Addendum to the Class A(2001-2), Class A(2002-2), Class A(2002-3), Class A(2003-4), Class A(2003-5), Class A(2003-8), Class A(2003-10), Class A(2004-1), Class A(2004-2), Class A(2004-3), Class A(2004-5), Class A(2004-6), Class A(2004-8), Class A(2004-9), Class A(2005-2), Class A(2005-3), Class A(2005-4), Class A(2005-6), Class A(2005-9), Class A(2005-10), Class A(2005-11), Class A(2006-2), Class A(2006-5), Class A(2006- 6), Class A(2006-7), Class A(2006-8), Class A(2006-9), Class A(2006-11), Class A(2006-12), Class A(2006-13), Class A(2006-14), Class A(2006-15), Class A(2006-16), Class A(2007-1), Class A(2007-2), Class A(2007-3), Class A(2007-4), Class A(2007-5), Class A(2007-6), Class A(2007-8), Class A(2007-9), Class A(2007-10), Class A(2007-11), Class A(2007-12), Class A(2007-14), Class A(2007-15), Class A(2008-1), Class A(2008-2), Class A(2008-4), Class A(2008-5), Class A(2008-6), Class A(2008-7), Class A(2008-8) and Class A(2008-10) Terms Documents, dated as of March 31, 2010 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference). 4.11.10 Omnibus Addendum to the Class B(2003-4), Class B(2004-1), Class B(2004-2), Class B(2005-1), Class B(2005-2), Class B(2005-3), Class B(2006-1), Class B(2006-2), Class B(2007-2), Class B(2007-3), Class B(2007-4), Class B(2008-1), Class B(2008-2), Class B(2009-1), Class B(2009-2) and Class B(2010-1) Terms Documents, dated as of March 31, 2010 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference). 4.11.11 Class A(2014-1) Terms Document, dated as of February 13, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2014, which is incorporated herein by reference). 4.11.12 Class A(2014-2) Terms Document, dated as of May 14, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 14, 2014, which is incorporated herein by reference). 4.11.13 Class A(2014-3) Terms Document, dated as of September 15, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on September 15, 2014, which is incorporated herein by reference). 8


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    4.11.14 Class A(2015-1) Terms Document, dated as of February 6, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2015, which is incorporated herein by reference). 4.11.15 Class A(2015-2) Terms Document, dated as of April 29, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2015, which is incorporated herein by reference). 4.11.16 Class A(2016-1) Terms Document, dated as of June 10, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on June 10, 2016, which is incorporated herein by reference). 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 33.1 Report on Assessment of Compliance with Servicing Criteria for Bank of America, National Association and its affiliated servicing participants. 33.2 Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon as of, and for the twelve months ended, December 31, 2016. 34.1 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Bank of America, National Association and its affiliated servicing participants. 34.2 Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon filed as Exhibit 33.2. 35.1 Servicer Compliance Statement of Bank of America, National Association. 99.1 Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to Bank of America, National Association (including the related assertion letter of Bank of America, National Association regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement). 99.2 Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of October 1, 2014, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference). 99.3 First Amendment to Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July 8, 2015, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference). (c) Not Applicable. 9


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    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. BA Credit Card Trust By: Bank of America, National Association, as Servicer By: /s/ Joseph L. Lombardi Name: Joseph L. Lombardi Title: Vice President (senior officer in charge of the servicing function) Date: March 28, 2017


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    EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Articles of Association of Bank of America, National Association (included in Exhibit 3.1 to the registrant’s Form 10-K, as filed with the Securities and Exchange Commission on September 23, 2015, which is incorporated herein by reference). 3.2 Amended and Restated Bylaws of Bank of America, National Association (included in Exhibit 3.2 to the registrant’s Form 10-K, as filed with the Securities and Exchange Commission on September 23, 2015, which is incorporated herein by reference). 4.1 Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.2 First Amendment to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 9, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 9, 2016, which is incorporated herein by reference). 4.3 Fifth Amended and Restated Series 2001-D Supplement to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.4 Fourth Amended and Restated Trust Agreement, dated as of October 1, 2014 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference). 4.5 First Amendment to Fourth Amended and Restated Trust Agreement, dated as of December 17, 2015 (included in Exhibit 4.6 to the registrant’s Form 8- K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.6 Fourth Amended and Restated Indenture, dated as of December 17, 2015 (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.7 Third Amended and Restated BAseries Indenture Supplement, dated as of December 17, 2015 (included in Exhibit 4.5 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.8 Asset Representations Review Agreement, dated as of December 17, 2015 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference). 4.9 First Amendment to Asset Representations Review Agreement, dated as of May 25, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 25, 2016, which is incorporated herein by reference). 4.10 Dispute Resolution Agreement, dated as of December 17, 2015 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).


  • Page 13

    4.11.1 Class A(2004-3) Terms Document, dated as of March 17, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2004, which is incorporated herein by reference). 4.11.2 Omnibus Amendment to the Class A Terms Documents, dated as of January 8, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 8, 2007, which is incorporated herein by reference). 4.11.3 Class A(2007-1) Terms Document, dated as of January 18, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 18, 2007, which is incorporated herein by reference). 4.11.4 Omnibus Amendment to the Class B Terms Documents, dated as of January 25, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 25, 2007, which is incorporated herein by reference). 4.11.5 Class A(2007-4) Terms Document, dated as of March 20, 2007 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 20, 2007, which is incorporated herein by reference). 4.11.6 Class A(2007-11) Terms Document, dated as of August 2, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2007, which is incorporated herein by reference). 4.11.7 Class A(2008-2) Terms Document, dated as of March 14, 2008 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2008, which is incorporated herein by reference). 4.11.8 Omnibus Amendment to the Class A(2001-2), Class C(2002-1), Class A(2002-3), Class A(2002-5), Class C(2002-3), Class A(2002-8), Class C(2002-6), Class C(2002-7), Class C(2003-1), Class A(2003-4), Class A(2003-8), Class A(2003-10), Class C(2003-7), Class A(2004-2), Class C(2004-1), Class A(2004-3), Class B(2004-1), Class A(2004-6), Class C(2004-2), Class A(2004-7), Class B(2004-2), Class A(2004-8), Class A(2004-10), Class A(2005- 2), Class C(2005-1), Class A(2005-3), Class B(2005-1), Class A(2005-4), Class B(2005-2), Class A(2005-6), Class C(2005-2), Class A(2005-8), Class A(2005-9), Class A(2005-10), Class A(2005-11), Class C(2006-1), Class B(2006-1), Class A(2006-2), Class C(2006-2), Class A(2006-3), Class C(2006- 3), Class A(2006-5), Class C(2006-4), Class A(2006-6), Class A(2006-7), Class A(2006-8), Class C(2006-5), Class B(2006-3), Class A(2006-9), Class A(2006-10), Class A(2006-11), Class A(2006-12), Class C(2006-7), Class A(2006-13), Class B(2006-4), Class A(2006-14), Class A(2006-15), Class A(2006-16), Class A(2007-1), Class B(2007-1), Class C(2007-1), Class B(2007-2), Class A(2007-2), Class A(2007-3), Class A(2007-4), Class B(2007- 3), Class A(2007-6), Class B(2007-4), Class C(2007-2), Class A(2007-7), Class A(2007-8), Class A(2007-9), Class A(2007-10), Class A(2007-11), Class A(2007-12), Class B(2007-5), Class A(2007-13), Class B(2007-6), Class C(2007-4), Class A(2007-14), Class A(2007-15), Class B(2008-1), Class A(2008-1), Class C(2008-1), Class B(2008-2), Class C(2008-2), Class A(2008-2), Class A(2008-4), Class A(2008-5), Class A(2008-6), Class A(2008-7), Class C(2008-4), Class A(2008-8), Class A(2008-9), Class B(2008-4), Class C(2008-5) and Class A(2008-10) Terms Documents, dated as of April 14, 2009 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2009, which is incorporated herein by reference).


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    4.11.9 Omnibus Addendum to the Class A(2001-2), Class A(2002-2), Class A(2002-3), Class A(2003-4), Class A(2003-5), Class A(2003-8), Class A(2003-10), Class A(2004-1), Class A(2004-2), Class A(2004-3), Class A(2004-5), Class A(2004-6), Class A(2004-8), Class A(2004-9), Class A(2005-2), Class A(2005-3), Class A(2005-4), Class A(2005-6), Class A(2005-9), Class A(2005-10), Class A(2005-11), Class A(2006-2), Class A(2006-5), Class A(2006- 6), Class A(2006-7), Class A(2006-8), Class A(2006-9), Class A(2006-11), Class A(2006-12), Class A(2006-13), Class A(2006-14), Class A(2006-15), Class A(2006-16), Class A(2007-1), Class A(2007-2), Class A(2007-3), Class A(2007-4), Class A(2007-5), Class A(2007-6), Class A(2007-8), Class A(2007-9), Class A(2007-10), Class A(2007-11), Class A(2007-12), Class A(2007-14), Class A(2007-15), Class A(2008-1), Class A(2008-2), Class A(2008-4), Class A(2008-5), Class A(2008-6), Class A(2008-7), Class A(2008-8) and Class A(2008-10) Terms Documents, dated as of March 31, 2010 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference). 4.11.10 Omnibus Addendum to the Class B(2003-4), Class B(2004-1), Class B(2004-2), Class B(2005-1), Class B(2005-2), Class B(2005-3), Class B(2006-1), Class B(2006-2), Class B(2007-2), Class B(2007-3), Class B(2007-4), Class B(2008-1), Class B(2008-2), Class B(2009-1), Class B(2009-2) and Class B(2010-1) Terms Documents, dated as of March 31, 2010 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference). 4.11.11 Class A(2014-1) Terms Document, dated as of February 13, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2014, which is incorporated herein by reference). 4.11.12 Class A(2014-2) Terms Document, dated as of May 14, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 14, 2014, which is incorporated herein by reference). 4.11.13 Class A(2014-3) Terms Document, dated as of September 15, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on September 15, 2014, which is incorporated herein by reference). 4.11.14 Class A(2015-1) Terms Document, dated as of February 6, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2015, which is incorporated herein by reference). 4.11.15 Class A(2015-2) Terms Document, dated as of April 29, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2015, which is incorporated herein by reference). 4.11.16 Class A(2016-1) Terms Document, dated as of June 10, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on June 10, 2016, which is incorporated herein by reference). 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 33.1 Report on Assessment of Compliance with Servicing Criteria for Bank of America, National Association and its affiliated servicing participants. 33.2 Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon as of, and for the twelve months ended, December 31, 2016. 34.1 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Bank of America, National Association and its affiliated servicing participants.


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    34.2 Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon filed as Exhibit 33.2. 35.1 Servicer Compliance Statement of Bank of America, National Association. 99.1 Report of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling and Servicing Agreement with regard to Bank of America, National Association (including the related assertion letter of Bank of America, National Association regarding its internal controls, delivered pursuant to Section 3.06 of the Pooling and Servicing Agreement). 99.2 Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of October 1, 2014, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference). 99.3 First Amendment to Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July 8, 2015, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference).


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    EXHIBIT 31.1 Certification I, Joseph L. Lombardi, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of BA Credit Card Trust (the “Exchange Act periodic reports”); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon. Date: March 28, 2017 By: /s/ Joseph L. Lombardi Name: Joseph L. Lombardi Title: Vice President (senior officer in charge of the servicing function)


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    Exhibit 33.1 [Letterhead of Bank of America, National Association] Certification Regarding Compliance with Applicable Servicing Criteria 1. Bank of America, National Association (the “Asserting Party” or “BANA”), for itself and on behalf of its affiliated servicing participants, is responsible for assessing compliance as of and for the year ended December 31, 2016, with the servicing criteria applicable to the Asserting Party under paragraph (d) of Item 1122 of Regulation AB, as set forth in Appendix A hereto (such servicing criteria, excluding the criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto, the “Applicable Servicing Criteria”). The transactions covered by this report include all asset-backed securities transactions backed by credit card receivables issued by the BA Credit Card Trust on or before December 31, 2016, for which transactions the Asserting Party acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the period from January 1, 2016 to December 31, 2016 (the “Platform”), as listed in Appendix B hereto; 2. The Asserting Party has engaged two vendors (each, a “Vendor”), each of which is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, to perform specific, limited or scripted activities, and the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each such Vendor’s activities as set forth in Appendix A hereto. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that each Vendor’s activities comply in all material respects with the servicing criteria applicable to each Vendor; 3. Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance by the Asserting Party with the Applicable Servicing Criteria as of and for the year ended December 31, 2016 with respect to the Platform taken as a whole; 4. The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs with respect to the Platform; 5. The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of and for the year ended December 31, 2016 with respect to the Platform taken as a whole; 6. The Asserting Party has not identified and is not aware of any material instance of noncompliance by either Vendor with the Applicable Servicing Criteria as of and for the year ended December 31, 2016 with respect to the Platform taken as a whole; 7. The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by each Vendor with the Applicable Servicing Criteria as of and for the year ended December 31, 2016 with respect to the Platform taken as a whole; and 8. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2016. March 28, 2017 Bank of America, National Association By: /s/ Joseph L. Lombardi Joseph L. Lombardi Vice President


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    APPENDIX A INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by Vendor(s) Performed for which Directly Asserting by Party is the Asserting Responsible Reference Criteria Party Party General Servicing Considerations Policies and procedures are instituted to monitor any performance or other X 1122(d)(1)(i) triggers and events of default in accordance with the transaction agreements. If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and X 1122(d)(1)(ii) compliance with such servicing activities. Any requirements in the transaction agreements to maintain a back-up servicer X 1122(d)(1)(iii) for the pool assets are maintained. A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the X amount of coverage required by and otherwise in accordance with the terms of 1122(d)(1)(iv) the transaction agreements. Aggregation of information, as applicable, is mathematically accurate and the X1&2 X1&2 1122(d)(1)(v) information conveyed accurately reflects the information. Cash Collection and Administration Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days X1 X1 &2 following receipt, or such other number of days specified in the transaction 1122(d)(2)(i) agreements. Disbursements made via wire transfer on behalf of an obligor or to an investor X 1122(d)(2)(ii) are made only by authorized personnel. Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are X 1122(d)(2)(iii) made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately X maintained (e.g., with respect to commingling of cash) as set forth in the 1122(d)(2)(iv) transaction agreements. Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign X financial institution means a foreign financial institution that meets the 1122(d)(2)(v) requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X


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    INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by Performed Vendor(s) Directly for which by Asserting Asserting Party is the Party Responsible Reference Criteria Party Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and X approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other 1122(d)(2)(vii) number of days specified in the transaction agreements. Investor Remittances and Reporting Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms X specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool 1122(d)(3)(i) assets serviced by the Servicer. Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction X 1122(d)(3)(ii) agreements. Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the X 1122(d)(3)(iii) transaction agreements. Amounts remitted to investors per the investor reports agree with cancelled X 1122(d)(3)(iv) checks, or other form of payment, or custodial bank statements. Pool Asset Administration Collateral or security on pool assets is maintained as required by the transaction X 1122(d)(4)(i) agreements or related pool asset documents. Pool assets and related documents are safeguarded as required by the X 1122(d)(4)(ii) transaction agreements. Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the X 1122(d)(4)(iii) transaction agreements. Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number X X2 of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset 1122(d)(4)(iv) documents. The Servicer’s records regarding the pool assets agree with the Servicer’s X 1122(d)(4)(v) records with respect to an obligor’s unpaid principal balance. X2


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    INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed by Performed Vendor(s) Directly for which by Asserting Asserting Party is the Party Responsible Reference Criteria Party Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by X authorized personnel in accordance with the transaction agreements and related 1122(d)(4)(vi) pool asset documents. Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are X initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring X delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., 1122(d)(4)(viii) illness or unemployment). Adjustments to interest rates or rates of return for pool assets with variable rates X 1122(d)(4)(ix) are computed based on the related pool asset documents. Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in X accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction 1122(d)(4)(x) agreements. Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has X been received by the Servicer at least 30 calendar days prior to these dates, or 1122(d)(4)(xi) such other number of days specified in the transaction agreements. Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the X 1122(d)(4)(xii) obligor, unless the late payment was due to the obligor’s error or omission. Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number X 1122(d)(4)(xiii) of days specified in the transaction agreements. Delinquencies, charge-offs and uncollectible accounts are recognized and X X2 1122(d)(4)(xiv) recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the X 1122(d)(4)(xv) transaction agreements.


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    1 Bank of America, National Association (“BANA”) is responsible for the processing of collections received with respect to the credit card receivables held by BA Master Credit Card Trust II. · BANA has engaged one vendor – FiServ Solutions Inc. (“Fiserv”) – as an obligor payment processor. Fiserv performed specific and limited payment processing activities addressed by criterion 1122(d)(2)(i) during the twelve-month period ended December 31, 2016. · FiServ conveyed data relevant to the aforementioned activity – which is addressed by criterion 1122(d)(1)(v) during the twelve-month period ended December 31, 2016. 2 BANA is responsible for transaction processing, clearing and settlement, and posting and billing services with respect to the credit card receivables held by BA Master Credit Card Trust II. · BANA has engaged one vendor – Total System Services, Inc. (“TSYS”) - as a technology provider for the consumer credit card processing platform/system of record. TSYS performed transaction processing, clearing and settlement, and posting and billing services for US Consumer Credit Cards – activities addressed by criteria 1122(d)(2)(i), 1122(d)(4)(iv), 1122(d)(4)(v), and 1122(d)(4)(xiv) during the twelve-month period ended December 31, 2016. · TSYS aggregated and conveyed data relevant to the aforementioned activities – which is addressed by criterion 1122(d)(1)(v) during the twelve-month period ended December 31, 2016.


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    APPENDIX B Outstanding BAseries Tranches of Notes in the Platform BA Credit Card Trust BAseries Class A (2004-3) BAseries Class A (2007-1) BAseries Class A (2007-4) BAseries Class A (2007-11) BAseries Class A (2008-2) BAseries Class A (2014-1) BAseries Class A (2014-2) BAseries Class A (2014-3) BAseries Class A (2015-1) BAseries Class A (2015-2) BAseries Class A (2016-1)


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    Exhibit 33.2 ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Management of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”). Period: As of and for the twelve months ended December 31, 2016 (the “Period”). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto. With respect to servicing criterion 1122(d)(2)(vi) management has engaged a vendor to perform the activities required by the servicing criterion. The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (C&DI 200.06). The Company’s management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion.


  • Page 24

    With respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: 1. The Company’s management is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company’s management has assessed compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. With respect to Applicable Servicing Criteria 1122(d)(4)(iii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. 4. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to Management’s Assessment of Compliance with the Applicable Servicing Criteria as of and for the Period. 2


  • Page 25

    The Bank of New York Mellon BNY Mellon Trust of Delaware /s/ Richard P. Stanley /s/ Robert L. Griffin Richard P. Stanley Robert L. Griffin Authorized Signatory Authorized Signatory The Bank of New York Mellon Trust Company, N.A. /s/ Antonio I. Portuondo Antonio I. Portuondo Authorized Signatory Dated: February 28, 2017


  • Page 26

    APPENDIX 1 APPLICABLE TO PLATFORM Performed by Vendor(s) for which REG AB Performed Directly the Company is the NOT APPLICABLE TO REFERENCE SERVICING CRITERIA by the Company Responsible Party PLATFORM General servicing considerations Policies and procedures are instituted to monitor any 1122(d)(1)(i) performance or other triggers and events of default in X accordance with the transaction agreements. If any material servicing activities are outsourced to third parties, policies and procedures are instituted to 1122(d)(1)(ii) X monitor the third party’s performance and compliance with such servicing activities. Any requirements in the transaction agreements to 1122(d)(1)(iii) maintain a back-up servicer for the pool assets are X maintained. A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the 1122(d)(1)(iv) X amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. Aggregation of information, as applicable, is mathematically accurate and the information X 1122(d)(1)(v) conveyed accurately reflects the information. Cash collection and administration Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank 1122(d)(2)(i) clearing accounts no more than two business days of X receipt, or such other number of days specified in the transaction agreements. Disbursements made via wire transfer on behalf of an 1122(d)(2)(ii) obligor or to an investor are made only by authorized X personnel. Advances of funds or guarantees regarding collections, cash flows or distributions, and any 1122(d)(2)(iii) interest or other fees charged for such advances, are X made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of 1122(d)(2)(iv) over collateralization, are separately maintained (e.g., X with respect to commingling of cash) as set forth in the transaction agreements. Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, 1122(d)(2)(v) “federally insured depository institution” with respect X to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter. Unissued checks are safeguarded so as to prevent 1122(d)(2)(vi) X unauthorized access. 4


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    APPLICABLE TO PLATFORM Performed by Vendor(s) for which REG AB Performed Directly the Company is the NOT APPLICABLE TO REFERENCE SERVICING CRITERIA by the Company Responsible Party PLATFORM Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction 1122(d)(2)(vii) X agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Investor remittances and reporting Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; 1122(d)(3)(i) (B) Provide information calculated in accordance X with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer. Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority 1122(d)(3)(ii) X and other terms set forth in the transaction agreements. Disbursements made to an investor are posted within two business days to the servicer’s investor records, 1122(d)(3)(iii) X or such other number of days specified in the transaction agreements. Amounts remitted to investors per the investor 1122(d)(3)(iv) reports agree with cancelled checks, or other form of X payment, or custodial bank statements. Pool asset administration Collateral or security on pool assets is maintained as 1122(d)(4)(i) required by the transaction agreements or related pool X asset documents. Pool asset and related documents are safeguarded as 1122(d)(4)(ii) X required by the transaction agreements Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance 1122(d)(4)(iii) X with any conditions or requirements in the transaction agreements. 5


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    APPLICABLE TO PLATFORM Performed by V endor(s) for which REG AB Performed Directly the Company is the NOT APPLICABLE REFERENCE SERVICING CRITERIA by the Company Responsible Party TO PLATFORM Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after 1122(d)(4)(iv) X receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. The servicer’s records regarding the pool assets agree 1122(d)(4)(v) with the servicer’s records with respect to an X obligor’s unpaid principal balance. Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re- agings) are made, reviewed and approved by 1122(d)(4)(vi) X authorized personnel in accordance with the transaction agreements and related pool asset documents. Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are 1122(d)(4)(vii) X initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the 1122(d)(4)(viii) transaction agreements, and describe the entity’s X activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Adjustments to interest rates or rates of return for 1122(d)(4)(ix) pool assets with variable rates are computed based on X the related pool asset documents. Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest 1122(d)(4)(x) on such funds is paid, or credited, to obligors in X accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. 6


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    APPLICABLE TO PLATFORM Performed by Vendor(s) for which the REG AB Performed Directly Company is the NOT APPLICABLE REFERENCE SERVICING CRITERIA by the Company Responsible Party TO PLATFORM Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, 1122(d)(4)(xi) X provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid 1122(d)(4)(xii) from the servicer’s funds and not charged to the X obligor, unless the late payment was due to the obligor’s error or omission. Disbursements made on behalf of an obligor are posted within two business days to the obligor’s 1122(d)(4)(xiii) records maintained by the servicer, or such other X number of days specified in the transaction agreements. Delinquencies, charge-offs and uncollectible 1122(d)(4)(xiv) X accounts are recognized and recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1122(d)(4)(xv) X 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. 7


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    Exhibit 34.1 Report of Independent Registered Public Accounting Firm To Bank of America, National Association We have examined management’s assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria, that Bank of America, National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the asset- backed securities transactions backed by credit card receivables issued by the BA Credit Card Trust on or before December 31, 2016, for which transactions the Company acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the period from January 1, 2016 to December 31, 2016 (the “Platform”), as of December 31, 2016 and for the year then ended, excluding the criteria noted in Appendix A to management's assertion, which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix B to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria. In our opinion, management’s assertion that Bank of America, National Association complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2016 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina March 28, 2017


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    Exhibit 34.2 [Letterhead of KPMG LLP] Report of Independent Registered Public Accounting Firm The Board of Directors The Bank of New York Mellon BNY Mellon Trust of Delaware The Bank of New York Mellon Trust Company, N.A.: We have examined management’s assessment, included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent, or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d) (4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2016. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2016 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.


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    As described in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related criterion as described in its assessment, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06 In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above as of and for the twelve months ended December 31, 2016 is fairly stated, in all material respects. /s/KPMG LLP Chicago, Illinois February 28, 2017


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    EXHIBIT 35.1 SERVICER COMPLIANCE STATEMENT Bank of America, National Association BA Credit Card Trust The undersigned, a duly authorized officer of Bank of America, National Association (the “Bank”), as Servicer pursuant to the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015, as amended by the First Amendment to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 9, 2016 (as further amended, supplemented, or otherwise modified from time to time, the “Pooling and Servicing Agreement”) by and between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Fifth Amended and Restated Series 2001-D Supplement, dated as of December 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Supplement”), by and between the Bank and the Trustee, and the Fourth Amended and Restated Indenture, dated as of December 17, 2015 (as amended, supplemented, or otherwise modified from time to time, the “Indenture”) by and between BA Credit Card Trust and The Bank of New York Mellon, as indenture trustee, does hereby certify that: 1. The Bank is Servicer under the Pooling and Servicing Agreement. 2. The undersigned is duly authorized as required pursuant to the Pooling and Servicing Agreement and the Supplement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement and Section 20 of the Supplement. 4. During the twelve-month period ended December 31, 2016 (the “Reporting Period”) a review of the Servicer’s activities and of its performance under the Pooling and Servicing Agreement, the Supplement and the Indenture has been made under my supervision. 5. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement, the Supplement and the Indenture in all material respects throughout the Reporting Period. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 28th day of March 2017. By: /s/ Joseph L. Lombardi Name: Joseph L. Lombardi Title: Vice President


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    Exhibit 99.1 Report of Independent Accountants To Bank of America, National Association We have examined management's assertion, included in the accompanying “Report of Management on BA Master Credit Card Trust II and BA Credit Card Trust Internal Control” (“management's assertion”), that Bank of America, National Association (the “Company”), a wholly owned subsidiary of Bank of America Corporation, maintained effective internal control over the functions performed as servicer of the BA Master Credit Card Trust II (the "Master Trust") and the BA Credit Card Trust (the "Note Trust", together with the Master Trust, the "Trusts"), including each series of the Master Trust and each tranche of the Note Trust as specified in management's assertion, as of December 31, 2016 to provide reasonable assurance that Trusts' assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition as specified in the Fourth Amended and Restated Pooling and Servicing Agreement for the Master Trust dated December 17, 2015 as amended (the "PSA") between the Company, BA Credit Card Funding, LLC and The Bank of New York Mellon (the "Trustee"), the Fifth Amended and Restated Series 2001-D Supplement to Fourth Amended and Restated Pooling and Servicing Agreement for the Master Trust for each series as specified in the management's assertion (the "Series Supplement") between the Company, BA Credit Card Funding, LLC and the Trustee, the Fourth Amended and Restated Indenture for the Note Trust dated December 17, 2015 (the "Indenture") and the Third Amended and Restated BAseries Indenture Supplement dated December 17, 2015 (the "Indenture Supplement"), both between the Note Trust and the Trustee (the PSA, Series Supplements, Indenture and Indenture Supplement, together the "Agreements"). Management is responsible for its assertion. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of and evaluating the suitability of design and operating effectiveness of the controls in achieving the trust servicing control objectives, and examining, on a test basis, evidence supporting management’s assertion and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control over the functions performed by the Company as servicer of the Trusts to future periods are subject to the risk that the internal control 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 referred to above is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina March 28, 2017


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    [Letterhead of Bank of America, National Association] March 28, 2017 Report of Management on BA Master Credit Card Trust II and BA Credit Card Trust Internal Control Bank of America, National Association (“BANA” or the “Company”), a wholly owned subsidiary of Bank of America Corporation, is responsible for establishing and maintaining effective internal control over the functions performed as the servicer of the BA Master Credit Card Trust II and the BA Credit Card Trust (the “Trusts” or individually, the “Trust”). These internal controls are designed to provide reasonable assurance to the Company’s management and board of directors that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition, as specified in the applicable Pooling and Servicing Agreement, Series Supplements, Indenture and BAseries Indenture Supplement (together the “Agreements”) as specified in Appendix I, between BANA as Seller and Servicer, in the case of the Pooling and Servicing Agreement and the Series Supplements, or BA Credit Card Trust, in the case of the Indenture and the BAseries Indenture Supplement, and the applicable Trustee (specific Agreements and Trustees are listed in Appendix I). Because of inherent limitations in any internal control, no matter how well-designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of internal control. Accordingly, even effective internal control can provide only reasonable assurance with respect to the achievement of any objectives of internal control. Further, because of changes in conditions, the effectiveness of internal control may vary over time. The Company has determined that the objectives of controls with respect to servicing and reporting of the Trusts’ assets are to provide reasonable, but not absolute assurance that: • Funds collected are remitted to the Trustee in accordance with the Agreements. • The Trusts’ assets are segregated from those retained by BANA in accordance with the Agreements. • Expenses incurred by the Trusts are calculated and remitted in accordance with the Agreements. • The additions of accounts to the Trusts are authorized in accordance with the Agreements. • The removals of accounts from the Trusts are authorized in accordance with the Agreements.


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    March 28, 2017 Page 2 Trust Internal Control (continued) • The Trusts' assets amortizing out of the Trusts are calculated in accordance with the Agreements. • 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. • Monthly Trust reports generated in the form of “Exhibits” contain all information required by the Agreements. The Company assessed its internal control over the functions performed as servicer of the Trusts in relation to these criteria. Based upon this assessment, the Company believes that, as of December 31, 2016, its internal controls over the functions performed as servicer of the Trusts are effective in providing reasonable assurance that Trusts’ assets in the possession of or under the control of the servicer are safeguarded against loss from unauthorized use or disposition, as specified in the Agreements.


  • Page 37

    Bank of America, National Association by: /s/ Joseph L. Lombardi Joseph L. Lombardi Vice President /s/ Angela C. Jones Angela C. Jones Managing Director


  • Page 38

    Appendix I BA Master Credit Card Trust II Internal Control as of December 31, 2016 SERIES ISSUANCE TRUSTEE PSA PSA DATE DATE SUPPL. DATE BA Master Credit Card Trust II Series 2001-D 5/24/2001 The Bank of New York Mellon 12/17/2015 12/17/2015 Servicing PSA Covenants & Conditions Fourth Amended and Restated Pooling and Servicing Agreement for the BA Master Credit Card Trust II dated December 17, 2015, as amended: Sections 2.05(e), 2.06, 2.07, 2.08, 3.02, 3.04, 3.05, 3.06, 4.02(a), 4.03(a), (c) and (d), 13.02 (d). Fifth Amended and Restated Series 2001-D Supplement dated December 17, 2015 to Fourth Amended and Restated Pooling and Servicing Agreement: Sections 3(b), 4.05 through 4.10, 5.02, and 7(c).


  • Page 39

    Appendix I BA Credit Card Trust Internal Controls as of December 31, 2016 TRANCHE ISSUANCE TRUSTEE INDENTURE DATE INDENTURE DATE SUPP. DATE Full Year BAseries Class A (2004-3) 3/17/2004 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2007-1) 1/18/2007 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2007-4) 3/20/2007 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2007-11) 8/2/2007 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2008-2) 3/14/2008 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class B (2010-1) – VFNs 1/15/2010 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class C (2010-1) – VFNs 1/15/2010 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2014-1) 2/13/2014 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2014-2) 5/14/2014 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2014-3) 9/15/2014 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2015-1) 2/6/2015 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2015-2) 4/29/2015 The Bank of New York Mellon 12/17/2015 12/17/2015 BAseries Class A (2016-1) 6/10/2016 The Bank of New York Mellon 12/17/2015 12/17/2015 Fourth Amended and Restated Indenture for the BA Credit Card Trust dated December 17, 2015: Sections 310(a), 402(a), 907, 908(a) and 1201 Third Amended and Restated BAseries Indenture Supplement dated December 17, 2015: Sections 2.02(i)-(iv), 3.02, 3.16 and 4.01(a)


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