**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

_____________

**FORM        10-K**

_____________

 

**(Mark        One)**

| **x** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                        SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------------------------|

**For the fiscal year ended: June 30, 2007**

**or**

| **o** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                        SECURITIES EXCHANGE ACT OF 1934** |
|-------|---------------------------------------------------------------------------------------------------------------------|

|   | **For transition                        period**                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Commission file number: 000-20949**

_____________________

**BA        MASTER CREDIT CARD TRUST II**

**(Exact        name of registrant as specified in its charter)**

_____________________

 

 

|                                                                           |                                  |
|--------------------------------------------------------------------------------|---------------------------------------|
| **Delaware**                                                                   | **N/A**                               |
| **(State or other jurisdiction of                        incorporation)**      | **(IRS Employer Identification No.)** |
|                                                                           |                                  |
| **c/o BA Credit Card Funding, LLC****214 North Tryon Street****Charlotte, NC** |  

**28255**                     |
| **(Address of principal executive offices)**                                   | **(Zip Code)**                        |

**Registrant’s telephone number, including area code:        (704)** **683-4915**

_____________________

**BA        CREDIT CARD FUNDING, LLC**

**(Exact        name of depositor as specified in its charter)**

**FIA        CARD SERVICES, NATIONAL ASSOCIATION**

**(Exact        name of sponsor as specified in its charter)**

_____________________

 

Securities        registered pursuant to Section 12(b) of the Act: None

Securities        Registered pursuant to Section 12(g) of the Act:

BA Master        Credit Card Trust II, Series 1997-B, Series 1999-B, Series 1999-J, Series 2000-E, Series        2000-L, Fixed and Floating Rate Asset Backed Certificates.

Indicate by        check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the        Securities Act.    Yes  o    No  x

 

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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  o    No  x

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.    x  Yes    o  No

Indicate by        check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K        is not contained herein, and will not be contained, to the best of registrant’s        knowledge, in definitive proxy or information statements incorporated by reference in Part        II of the Form 10-K or any amendment to this Form 10-K.    x  [Item 405 of Regulation S-K is        not applicable.]

Indicate by        check mark whether the registrant is a large accelerated filer, an accelerated filer, or a        non-accelerated filer. See definition of “accelerated filer and large accelerated        filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer    o | Accelerated filer    o | Non-accelerated filer    x |
|--------------------------------------------------|--------------------------------------------|------------------------------------------------|

| Indicate by check mark whether the registrant is a shell                        company (as defined in Rule 12b-2 of the Act).  

                          | Yes  o                              No  x |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|

Registrant        has no voting or non-voting common equity outstanding held by non-affiliates.

 

 

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**INTRODUCTORY NOTE**

FIA Card Services, National Association (“FIA”) is the        originator, seller, and servicer under the Second Amended and Restated Pooling and        Servicing Agreement, dated as of October 20, 2006 (as amended from time to time, the        “Agreement”), and the Series 1997-B, Series 1998-E, Series 1999-B, Series        1999-J, Series 2000-E, Series 2000-H, Series 2000-L, and Series 2001-B Supplements dated as        of February 27, 1997, August 11, 1998, March 26,        1999, September 23, 1999, June 1, 2000, August 23,        2000, December 13, 2000, and March 8, 2001, respectively, by and between FIA        and the trustee, providing for the issuance of the BA Master Credit Card Trust II Series        1997-B, Series 1998-E, Series 1999-B, Series 1999-J, Series 2000-E, Series 2000-H, Series        2000-L, and Series 2001-B Fixed and Floating Rate Asset Backed Certificates (the        “Certificates”) and is the originator of the BA Master Credit Card Trust II        (the “Trust” and the “Registrant”). The Certificates do not        represent obligations of or interests in FIA. In November 1988, FIA (formerly known as MBNA        America Bank, National Association) made application under the Securities Exchange Act of        1934 for an exemption from certain reporting requirements. On December 30, 1988, the        staff of the Securities and Exchange Commission’s Division of Corporation Finance        granted FIA’s exemption request, pursuant to which FIA is not required to respond to        various items of Form 10-K. Such items are designated herein as “Not        Applicable”.

 

 

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**PART        I**

**Item** **1:        Business.**

Not Applicable.

**Item** **1A: Risk        Factors.**

Not Applicable.

**Item** **1B:        Unresolved Staff Comments.**

Not Applicable.

**Item** **2:        Properties.**

Not Applicable.

**Item** **3: Legal        Proceedings.**

***Industry Developments***

FIA Card Services, National Association (“FIA”) issues credit        cards on MasterCard’s and Visa’s networks. MasterCard and Visa are facing        significant litigation and increased competition. In 2003, MasterCard and Visa settled a        suit by Wal-Mart and other merchants who claimed that MasterCard and Visa unlawfully tied        acceptance of debit cards to acceptance of credit cards. Under the settlement MasterCard        and Visa are required to, among other things, allow merchants to accept MasterCard or Visa        branded credit cards without accepting their debit cards (and vice versa), reduce the        prices charged to merchants for off-line signature debit transactions for a period of time,        and pay amounts totaling $3.05 billion into a settlement fund. MasterCard and Visa are also        parties to suits in various state courts mirroring the allegations brought by Wal-Mart and        the other merchants.

In October 2004, the United States Supreme Court let stand a federal court        decision in a suit brought by the U.S. Department of Justice, in which MasterCard and Visa        rules prohibiting banks that issue cards on MasterCard and Visa networks from issuing cards        on other networks (the “association rules”) were found to have violated federal        antitrust laws. This decision effectively permits banks that issue cards on Visa’s or        MasterCard’s networks, such as FIA and Bank of America Corporation’s other        banking subsidiaries, to issue cards on competitor networks. Discover and American Express        have initiated separate civil lawsuits against MasterCard and Visa claiming substantial        damages stemming from the association rules. MasterCard and Visa are also parties to suits        alleging that MasterCard’s and Visa’s currency conversion practices are        unlawful.

The costs associated with these 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 FIA.

***Litigation***

Bank of America Corporation and certain of its subsidiaries are defendants        in actions filed on behalf of a putative class of retail merchants that accept Visa and        MasterCard payment cards. The first of these actions was filed in June 2005. On        April 24, 2006, putative class plaintiffs filed a First Consolidated and Amended Class        Action Complaint. Plaintiffs therein allege that the defendants conspired to fix the level        of interchange and merchant discount fees and that certain other practices, including        various Visa and MasterCard rules, violate federal and California antitrust laws. On        May 22, 2006, the putative class plaintiffs filed a supplemental complaint against        many of the same defendants, including Bank of America Corporation and certain of its        subsidiaries, alleging additional federal antitrust claims and a fraudulent conveyance        claim under New York Debtor and Creditor Law, all arising out of MasterCard’s 2006        initial public offering. The putative class plaintiffs seek unspecified treble damages and        injunctive relief. Additional defendants in the putative class actions include Visa,        MasterCard, and other financial institutions.

The putative class actions are coordinated for pre-trial proceedings in the        U.S. District Court for the Eastern District of New York, together with additional,        individual actions brought only against Visa and MasterCard, under the caption *In Re        Payment Card Interchange Fee and Merchant Discount Anti-Trust Litigation.* Motions to        dismiss portions of the First Consolidated and Amended Class Action Complaint and the        supplemental complaint are pending.

 

 

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**Item** **4:        Submission of Matters to a Vote of Security Holders.**

Not Applicable.

**PART        II**

**Item** **5: Market        for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of        Equity Securities.**

The Certificates of each series representing investors’ interests in        the Trust are represented by one or more Certificates registered in the name of        Cede & Co., the nominee of The Depository Trust Company.

**Item** **6: Selected        Financial Data.**

Not Applicable.

**Item** **7:        Management’s Discussion and Analysis of Financial Condition and Results of        Operations.**

Not Applicable.

**Item** **7A:        Quantitative and Qualitative Disclosures about Market Risk.**

Not Applicable.

**Item** **8:        Financial Statements and Supplementary Data.**

Not Applicable.

**Item** **9: Changes        in and Disagreements with Accountants on Accounting and Financial        Disclosure.**

Not Applicable.

**Item** **9A:        Controls and Procedures.**

Not Applicable.

**Item** **9B: Other        Information.**

None.

**PART        III**

**Item** **10:        Directors, Executive Officers and Corporate Governance.**

Not Applicable.

**Item** **11:        Executive Compensation.**

Not Applicable.

**Item** **12:        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder        Matters.**

(a) The Certificates of each series representing investors’ interests        in the Trust are represented by one or more Certificates registered in the name of        Cede & Co., the nominee of The Depository Trust Company (“DTC”), and        an investor holding an interest in the Trust is not entitled to receive a Certificate        representing such interest except in certain limited circumstances. Accordingly,        Cede & Co. is the sole holder of record of Certificates, which it holds on behalf        of brokers, dealers, banks and other direct participants in the DTC system at June 30,        2007. Such direct participants may hold Certificates for their own accounts or for the        accounts of their customers. At June 30, 2007, the following direct DTC participants held        positions in Certificates representing interests in the Trust equal to or exceeding 5% of        the total principal amount of the Certificates of one or more series outstanding on that        date, as indicated. The information on DTC participants’ held positions is provided        by DTC.

         

 

----

 

| **Series**
                              | **Participant Full Name**
                                             | **                                                               Total**
                              | **                                        Total**
                              |
|-----------------------------------------------|-----------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1997-B Class A                                | Bank of New York (The)                                                      | 484,038,000.00                                                                                                                                                                                                                                                                                                 | 56.9%                                                                                                                                                                |
|                                          | State Street Bank and Trust Company                                         | 99,800,000.00                                                                                                                                                                                                                                                                                                  | 11.7%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 203,220,000.00                                                                                                                                                                                                                                                                                                 | 23.9%                                                                                                                                                                |
|                                          | Merrill Lynch, Pierce Fenner & Smith                        Safekeeping | 46,200,000.00                                                                                                                                                                                                                                                                                                  | 5.4%                                                                                                                                                                 |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1997-B Class B                                | Mellon Trust of New England, National Association                           | 5,100,000.00                                                                                                                                                                                                                                                                                                   | 6.8%                                                                                                                                                                 |
|                                          | JPMorgan Chase Bank                                                         | 24,800,000.00                                                                                                                                                                                                                                                                                                  | 33.1%                                                                                                                                                                |
|                                          | State Street Bank and Trust Company                                         |                  30,800,000.00                                                                                                                                                                                            | 41.1%                                                                                                                                                                |
|                                          | UMB Bank, National Association                                              | 5,000,000.00                                                                                                                                                                                                                                                                                                   | 6.7%                                                                                                                                                                 |
|                                          | Wells Fargo Bank, National Association                                      | 4,200,000.00                                                                                                                                                                                                                                                                                                   | 5.6%                                                                                                                                                                 |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1998-E Class A                                | Bank of New York (The)                                                      | 105,050,000.00                                                                                                                                                                                                                                                                                                 | 14.0%                                                                                                                                                                |
|                                          | Citibank, N.A.                                                              |       100,000,000.00                                                                                                                                                                                                                                                                  | 13.3%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 276,625,000.00                                                                                                                                                                                                                                                                                                 | 36.9%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           | 41,020,000.00                                                                                                                                                                                                                                                                                                  | 5.5%                                                                                                                                                                 |
|                                          | State Street Bank and Trust Company                                         | 126,065,000.00                                                                                                                                                                                                                                                                                                 | 16.8%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1998-E Class B                                | Bank of New York (The)                                                      | 32,500,000.00                                                                                                                                                                                                                                                                                                  | 49.1%                                                                                                                                                                |
|                                          | Bank of Tokyo - Mitsubishi Trust Company                                    | 20,000,000.00                                                                                                                                                                                                                                                                                                  | 30.2%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 13,150,000.00                                                                                                                                                                                                                                                                                                  | 19.9%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1999-B Class A                                | Bank of New York (The)                                                      | 141,280,000.00                                                                                                                                                                                                                                                                                                 | 22.2%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 122,850,000.00                                                                                                                                                                                                                                                                                                 | 19.3%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           |  55,190,000.00                                                                                                                                                                                                                                                                                            | 8.7%                                                                                                                                                                 |
|                                          | Northern Trust Company (The)                                                | 36,735,000.00                                                                                                                                                                                                                                                                                                  | 5.8%                                                                                                                                                                 |
|                                          | State Street Bank and Trust Company                                         | 139,659,000.00                                                                                                                                                                                                                                                                                                 | 21.9%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1999-B Class B                                | Bank of New York (The)                                                      | 7,500,000.00                                                                                                                                                                                                                                                                                                   | 13.3%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 15,000,000.00                                                                                                                                                                                                                                                                                                  | 26.7%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           | 15,000,000.00                                                                                                                                                                                                                                                                                                  | 26.7%                                                                                                                                                                |
|                                          | State Street Bank and Trust Company                                         | 13,000,000.00                                                                                                                                                                                                                                                                                                  | 23.1%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1999-J Class A                                | Bank of New York (The)                                                      | 167,458,000.00                                                                                                                                                                                                                                                                                                 | 19.7%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 211,244,000.00                                                                                                                                                                                                                                                                                                 | 24.9%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           | 99,570,000.00                                                                                                                                                                                                                                                                                                  | 11.7%                                                                                                                                                                |
|                                          | State Street Bank and Trust Company                                         | 209,715,000.00                                                                                                                                                                                                                                                                                                 | 24.7%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 1999-J Class B                                | Bank of New York (The)                                                      | 8,052,000.00                                                                                                                                                                                                                                                                                                   | 10.7%                                                                                                                                                                |
|                                          | Citibank, N.A.                                                              | 10,000,000.00                                                                                                                                                                                                                                                                                                  | 13.3%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 41,818,000.00                                                                                                                                                                                                                                                                                                  | 55.8%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           | 13,300,000.00                                                                                                                                                                                                                                                                                                  | 17.7%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 2000-E Class A                                | Bank of New York (The)                                                      | 128,180,000.00                                                                                                                                                                                                                                                                                                 | 25.6%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 67,215,000.00                                                                                                                                                                                                                                                                                                  | 13.4%                                                                                                                                                                |
|                                          | Mellon Trust of New England, National Association                           | 48,699,000.00                                                                                                                                                                                                                                                                                                  | 9.7%                                                                                                                                                                 |
|                                          | Northern Trust Company (The)                                                | 54,140,000.00                                                                                                                                                                                                                                                                                                  | 10.8%                                                                                                                                                                |
|                                          | State Street Bank and Trust Company                                         | 117,491,000.00                                                                                                                                                                                                                                                                                                 | 23.5%                                                                                                                                                                |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 2000-E Class B                                | Citibank, N.A.                                                              | 23,750,000.00                                                                                                                                                                                                                                                                                                  | 52.8%                                                                                                                                                                |
|                                          | JPMorgan Chase Bank                                                         | 13,950,000.00                                                                                                                                                                                                                                                                                                  | 31.0%                                                                                                                                                                |
|                                          | LaSalle Bank National Association                                           | 3,900,000.00                                                                                                                                                                                                                                                                                                   | 8.7%                                                                                                                                                                 |
|                                          |                                                                        |                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                 |
| 2000-H Class A                                | Bank of New York (The)                                                      |   80,000,000.00                                                                                                                                                                                                                                                                                           | 13.4%                                                                                                                                                                |
|                                          | Citibank, N.A.                                                              | 38,550,000.00                                                                                                                                                                                                                                                                                                  | 6.5%                                                                                                                                                                 |
|                                          | JPMorgan Chase Bank                                                         | 169,250,000.00                                                                                                                                                                                                                                                                                                 | 28.4%                                                                                                                                                                |
|                                               | State Street Bank and Trust Company                                         | 126,200,000.00                                                                                                                                                                                                                                                                                                 | 21.2%                                                                                                                                                                |
|                                               | U.S. Bank N.A.                                                              | 161,000,000.00                                                                                                                                                                                                                                                                                                 | 27.1%                                                                                                                                                                |

 

 

 

----

 

|           |                                              |           |   |
|----------------|---------------------------------------------------|----------------|--------|
| 2000-H Class B | Bank of New York (The)                            | 13,000,000.00  | 24.8%  |
|           | JPMorgan Chase Bank                               | 25,000,000.00  | 47.6%  |
|           | State Street Bank and Trust Company               | 14,500,000.00  | 27.6%  |
|           |                                              |           |   |
| 2000-L Class A | Harris Trust and Savings Bank                     | 39,463,000.00  | 9.3%   |
|           | Bank of New York (The)                            | 106,329,000.00 | 25.0%  |
|           | Brown Brothers Harriman & Co.                 | 21,750,000.00  | 5.1%   |
|           | Citibank, N.A.                                    | 28,675,000.00  | 6.7%   |
|           | JPMorgan Chase Bank                               | 40,372,000.00  | 9.5%   |
|           | Mellon Trust of New England, National Association | 26,632,000.00  | 6.3%   |
|           | State Street Bank Trust                           | 40,945,000.00  | 9.6%   |
|           | State Street Bank and Trust Company               | 55,710,000.00  | 13.1%  |
|           |                                              |           |   |
| 2000-L Class B | Bank of New York (The)                            | 4,000,000.00   | 10.7%  |
|           | Northern Trust Company (The)                      | 2,500,000.00   | 6.7%   |
|           | State Street Bank and Trust Company               | 12,000,000.00  | 32.0%  |
|           | U.S. Bank N.A.                                    | 18,750,000.00  | 50.0%  |
|           |                                              |           |   |
| 2001-B Class A | Bank of New York (The)                            | 99,250,000.00  | 15.6%  |
|           | LaSalle Bank National Association                 | 46,000,000.00  | 7.2%   |
|           | JPMorgan Chase Bank                               | 207,400,000.00 | 32.5%  |
|           | State Street Bank and Trust Company               | 73,875,000.00  | 11.6%  |
|           | U.S. Bank N.A.                                    | 135,000,000.00 | 21.2%  |
|           |                                              |           |   |
| 2001-B Class B | Bank of New York (The)                            | 36,250,000.00  | 64.4%  |
|           | JPMorgan Chase Bank                               | 20,000,000.00  | 35.6%  |

The address of each of the above participants is:

c/o The Depository Trust Company

55 Water Street

New York, NY 10041

**Item** **13: Certain        Relationships and Related Transactions and Director Independence.**

Not Applicable.

**Item** **14:        Principal Accountant Fees and Services.**

Not Applicable.

**PART        IV**

**Item** **15.        Exhibits, Financial Statement Schedules.**

(a)(1) Not Applicable.

(a)(2) Not Applicable.

(a)(3) Not Applicable.

(b) Exhibits

 

|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit**

**Number**
                              | **Description**
                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.1                                                       | Certification pursuant to Section 302 of the Sarbanes-Oxley                        Act of 2002.                                                                                                                                                                                                                                                                                                                     |
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.1                                                       | Report of PricewaterhouseCoopers LLP pursuant to Section                        3.06 of the Pooling and Servicing Agreement with regard to FIA Card                        Services, National Association (including the related assertion letter of                        FIA regarding its internal controls, delivered pursuant to Section 3.06 of                        the Pooling and Servicing Agreement). |
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.2                                                       | Report of PricewaterhouseCoopers LLP pursuant to Section                        3.06 of the Pooling and Servicing Agreement with                                                                                                                                                                                                                                                                                    |
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

 

 

----

|        | regard to FIA Card Services, National Association (including the                    related assertion letter of FIA regarding its compliance with the provisions of                    the Pooling and Servicing Agreement, delivered pursuant to Section 3.06                    thereof). |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                             |
|   99.3 | Servicer Compliance Statement of FIA Card Services, National                    Association.                                                                                                                                                                                                |
|             |                                                                                                                                                                                                                                                                         |

(c) Not Applicable.

 

 

 

 

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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 Master Credit Card Trust II**

         

By: FIA Card Services, National Association,

as Servicer

         

         

|   | By:  /s/ Elizabeth S.                        Buie                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | Name: Elizabeth S.                    Buie                                                                                                                                                                                                                                                 |
|        | Title:   Senior Vice                        President                                                                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                            |
|        | (senior officer in charge of the servicing                            function)                                                                                                                                                                                                            |
|        | Date: September 18,                        2007                                                                                                                                                                                                                                            |

         

 

 

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EXHIBIT        INDEX

 

|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit**

**Number**
                              | **Description**
                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.1                                                       | Certification pursuant to Section 302 of the Sarbanes-Oxley                        Act of 2002.                                                                                                                                                                                                                                                                                                                                                                 |
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 99.1                                                       | Report of PricewaterhouseCoopers LLP pursuant to Section                        3.06 of the Pooling and Servicing Agreement with regard to FIA Card                        Services, National Association (including the related assertion letter of                        FIA regarding its internal controls, delivered pursuant to Section 3.06 of                        the Pooling and Servicing Agreement).                                             |
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 99.2                                                       | Report of PricewaterhouseCoopers LLP pursuant to Section                        3.06 of the Pooling and Servicing Agreement with regard to FIA Card                        Services, National Association (including the related assertion letter of                        FIA regarding its compliance with the provisions of the Pooling and                        Servicing Agreement, delivered pursuant to Section 3.06                        thereof). |
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 99.3                                                       | Servicer Compliance Statement of FIA Card Services, National                        Association.                                                                                                                                                                                                                                                                                                                                                                |

 

 

----