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

(Exact name of issuing entity as specified in its charter)

(Issuer of the Notes)

(Issuer of the Collateral Certificate)

Commission File Number of depositor: 333-261397-01

Central Index Key Number of depositor: 0001370238

(Exact name of depositor as specified in its charter)

1020 North French Street

DE5-002-01-05

Wilmington, DE 19884

1020 North French Street

DE5-002-01-05

Wilmington, DE 19884

(Address of principal executive offices

of issuing entity)

of issuing entity)

Securities registered pursuant to Section 12(b) of the Act:

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

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T

Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☐ [Not applicable]

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.

*

Item 1: Business.

Item 1A: Risk Factors.

Item 2: Properties.

Item 3: Legal Proceedings.

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).

Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).

Item 1117 of Regulation AB: Legal Proceedings.

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

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

were unreasonable restraints of trade. Plaintiffs sought compensatory and treble damages and injunctive relief.

defendants reached a settlement with the representatives of the putative Rule 23(b)(3) damages class to contribute an additional $900 million to the approximately $5.3 billion

held in escrow from the prior settlement. BAC’s additional contribution is not material to BAC. The District Court approved that settlement with the putative Rule 23(b)(3)

damages class on December 13, 2019, but that approval is being appealed.

continue against the defendants, including one against BAC. As a result of various loss-sharing agreements, however, BAC remains liable for a portion of any settlement or

judgment in individual actions where it is not named as a defendant.

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.

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: [Reserved]

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.

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.

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, 2021.

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.

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).

99.2 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.

BA Credit Card Trust

By: Bank of America, National Association,

Title: Director

(senior officer in charge of the servicing function)

Date: March 25, 2022

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

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

Date: March 25, 2022

By: /s/ Joseph L. Lombardi

EXHIBIT 33.2

ASSESSMENT OF COMPLIANCE WITH

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: The twelve months ended December 31, 2021 (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), the Company’s 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

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:

3. With respect to servicing criterion 1122(d)(4)(i), for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may

direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the

effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s

security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months ended December 31,

2021, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Company’s

responsibility for criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the

Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the

transaction agreement.

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 the Company’s compliance with

Antonio I. Portuondo

Authorized Signatory

General servicing considerations

1122(d)(1)(i)

Policies and procedures are instituted to monitor

any performance or other triggers and events of

default in accordance with the transaction

agreements.

X

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

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

days of receipt, or such other number of days

specified in the transaction agreements.

Disbursements made via wire transfer on behalf of

an obligor or to an investor are made only by

authorized personnel.

X

Advances of funds or guarantees regarding

collections, cash flows or distributions, and any

interest or other fees charged for such advances, are

made, reviewed and approved as specified in the

transaction agreements.

Performed by

Vendor(s) for which

the Company is the

Responsible Party

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”

X

1122(d)(2)(vii)

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 agreements; (C) Are reviewed and

approved by someone other than the person who

prepared the reconciliation; and (D) Contain

X

1122(d)(3)(i)

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 specified in

the transaction agreements; (C) Are filed with the

X

pool asset documents.

Pool asset and related documents are safeguarded

1122(d)(4)(iii)

X

1122(d)(4)(viii)

the transaction agreements, and describe the

entity’s activities in monitoring delinquent pool

obligor’s error or omission.

1122(d)(4)(xiii)

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 of days specified in the transaction

agreements.

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible

accounts are recognized and recorded in

accordance with the transaction agreements.

1122(d)(4)(xv)

EXHIBIT 34.1

To the Board of Directors of 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, 2021, 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, 2021 to December 31, 2021 (the “Platform”), as of December 31, 2021 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. Bank of America, National Association’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our

responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

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, and that the evidence we obtained is

sufficient and appropriate to provide, 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, 2021 for the Platform is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

EXHIBIT 34.2

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.:

transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent, or custodial services, as

“Platform”), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)

(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not

Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in the related transaction

agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be

necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to

perfect the Trustee’s security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months

activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust

do so by other parties in the transaction agreement. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities

perform such activities. Appendix A to Management’s Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset backed transactions and

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 to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence

included testing selected asset backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining

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.

As described in 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 Servicing

Criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

In our opinion, management’s assertion 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, 2021 is fairly stated, in all material respects.

/s/KPMG LLP

Chicago, Illinois

February 28, 2022