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: December 31, 2012

or



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

For Transition period from
 to
.



|                                                                                 |  |                                                                                                  
|-------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------
|Commission File Number of issuing entity: 333-167097                             |  | Commission File Number of issuing entity: 333-167097-02                                          
|                                                                                 | 
|CAPITAL ONE MULTI-ASSET EXECUTION TRUST*                                         |  | CAPITAL ONE MASTER TRUST                                                                         
|(Exact Name of Issuing Entity as Specified in Its Charter)
(Issuer of the Notes) |  | (Exact Name of Issuing Entity as Specified in Its Charter)
(Issuer of the Collateral Certificate)

Commission File Number of depositor: 333-167097-01





CAPITAL ONE FUNDING, LLC

(Exact Name of Depositor as Specified in Its Charter)

CAPITAL ONE BANK
(USA), NATIONAL ASSOCIATION

(Exact Name of Sponsor as Specified in Its Charter)







|                                                                                     |  |                                                                                     
|------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------
|Delaware                                                                             |  | New York                                                                            
|(State or Other Jurisdiction of Incorporation or
Organization of the Issuing Entity) |  | (State or Other Jurisdiction of Incorporation or
Organization of the Issuing Entity)
|                                                                                     | 
|c/o Capital One Funding, LLC 140 East Shore Drive Room 1071-B
Glen Allen, VA 23059   |  | c/o Capital One Funding, LLC 140 East Shore Drive Room 1071-B
Glen Allen, VA 23059  
|(Address of Principal Executive Offices of Issuing Entity)                           |  | (Address of Principal Executive Offices of Issuing Entity)                          
|                                                                                     | 
|(804) 290-6959                                                                       |  | (804) 290-6959                                                                      
|(Registrants telephone number, including area code)                                 |  | (Registrants telephone number, including area code)                                
|                                                                                     | 
|Not Applicable                                                                       |  | Not Applicable                                                                      
|(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





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     ̈  Yes    x  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    x  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.    x  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).    x  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 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, 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. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (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    x  No

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

Documents Incorporated by Reference. See Item 15(b).



|* | In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports with the Commission on behalf of
Capital One Multi-asset Execution Trust and Capital One Master Trust under the Central Index Key (CIK) number (0001163321) for Capital One Multi-asset Execution 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 the issuing entity is the collateral certificate,
Series 2002-CC, representing an undivided interest in Capital One Master Trust, whose assets include the receivables arising in a portfolio of credit card accounts. Capital One Master Trust, therefore, may be considered a significant obligor in
relation to Capital One Multi-asset Execution Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of Capital One Master Trust 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 Capital One
Master Trust 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.

Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Below we provide
a description of certain legal proceedings and claims.

On April 12, 2012, the Attorney General (AG) of Hawaii filed a
lawsuit in the First Circuit of the Hawaii Circuit Court against Capital One Bank (USA), National Association (the Bank) and Capital One Services, LLC (the Hawaii AG Litigation). The case is one of several similar lawsuits
filed against various banks challenging the marketing and sale of payment protection and credit monitoring products. On June 28, 2012, the Attorney General of Mississippi filed substantially similar suits (the Mississippi AG
Litigation) against the Bank and several other banks. The state attorney general complaints allege that the Bank enrolls customers in such programs without their consent and that the Bank enrolls customers in such programs even in
circumstances in which the customer is not eligible to receive benefits for the product in question. Both suits allege violations of its state Unfair and Deceptive Practices Act and unjust enrichment. The remedies sought in the lawsuits include an
injunction prohibiting Capital One Financial Corporation (the Corporation) from engaging in the alleged violations, restitution for all persons allegedly injured by the complained of practices, civil penalties and costs. On May 18,
2012, the Bank removed the Hawaii AG Litigation to U.S. District Court for the District of Hawaii. On November 30, 2012 the court denied the Hawaii AGs motion to remand. On August 10, 2012 the Bank removed the Mississippi AG
Litigation to U.S. District Court for the Southern District of Mississippi. The parties have completed briefing the Mississippi AGs motion to remand. Relatedly, the Bank has provided information to the Attorney General of Missouri as part of
an industry-wide informal inquiry initiated in August 2011, relating to the marketing of payment protection products.



---

In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed
antitrust lawsuits in the U.S. District Court for the Northern District of California against several issuing banks, including the Corporation. These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees
and over-limit fees charged to cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The
amended complaint requests civil monetary damages, which could be trebled, and injunctive relief. In November 2007, the court dismissed the amended complaint. Plaintiffs appealed that order to the U.S. Court of Appeals for the Ninth Circuit (the
Ninth Circuit). The plaintiffs appeal challenges the dismissal of their claims under the National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law, but not their antitrust
conspiracy claims. In June 2009, the Ninth Circuit stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. After numerous stays, on August 29, 2012, the Ninth Circuit entered an order lifting the
stay. Briefing of the appeal is complete, and an oral argument was held February 11, 2013.

In 2005, a number of entities, each
purporting to represent a class of retail merchants, filed antitrust lawsuits (the Interchange Lawsuits) against Visa U.S.A., Inc. (Visa) and MasterCard International (MasterCard) and several member banks,
including the Corporation and its subsidiaries, including the Bank, alleging among other things, that the defendants conspired to fix the level of interchange fees. The complaints seek injunctive relief and civil monetary damages, which could be
trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant Interchange Lawsuits were consolidated before the U.S. District Court for the Eastern District of
New York for certain purposes, including discovery. On July 13, 2012, the parties executed and filed with the court a Memorandum of Understanding agreeing to resolve the litigation on certain terms set forth in a settlement agreement attached
to the Memorandum. This agreement is contingent on preliminary and final court approval of the class settlement. In November 2012, the court granted preliminary approval of the class settlement.

The defendant banks are members of Visa. As a member, the Bank has indemnification obligations to Visa with respect to final judgments and settlements of
certain litigation against Visa. In the first quarter of 2008, Visa completed an IPO of its stock. With a portion of the IPO proceeds, Visa established an escrow account for the benefit of member banks to fund certain litigation settlements and
claims, including the Interchange Lawsuits. As a result, in the first quarter of 2008, the Corporation reduced its Visa-related indemnification liabilities of $91 million. The Corporation made an election in accordance with the accounting guidance
for fair value option for financial assets and liabilities on the indemnification guarantee to Visa, and the fair value of the guarantee at December 31, 2012 was zero. In January 2011, the Corporation entered into a MasterCard Settlement and
Judgment Sharing Agreement, along with other defendant banks, which apportions any costs and liabilities of any judgment or settlement arising from the Interchange Lawsuits.

In July 2010, the Ninth Circuit reversed a dismissal entered in favor of the Bank in Rubio v. Capital One Bank, which was filed in the U.S. District Court for the Central District of California in
2007. The plaintiff in Rubio alleged in a putative class action that the Bank breached its contractual obligations and violated the Truth In Lending Act (the TILA) and the California Unfair Competition Law (the UCL)
when it raised interest rates on certain credit card accounts. In May 2012, the parties agreed to a California only settlement for a non material amount, and the Court stayed the case for all purposes except for approval of the settlement. On
November 29, 2012, the court granted preliminary court approval of the class settlement and set a hearing on final approval of the class settlement for April 1, 2013.

The Capital One Bank Credit Card Interest Rate Multidistrict Litigation matter was created as a result of a June 2010 transfer order issued by the United States Judicial Panel on Multidistrict
Litigation (MDL), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Georgia two pending putative class actions against the BankNancy Mancuso, et al. v. Capital One Bank
(USA), N.A., et al., (E.D. Virginia); and Kevin S. Barker, et al. v. Capital One Bank (USA), N.A., (N.D. Georgia). A third action, Jennifer L. Kolkowski v. Capital One Bank (USA), N.A., (C.D. California) was subsequently
transferred into the MDL. On August 2, 2010, the plaintiffs in the MDL filed a Consolidated Amended Complaint. The Consolidated Amended Complaint alleges in a putative class action that the Bank breached its contractual obligations, and
violated the TILA, the California Consumers Legal Remedies Act, the UCL, the California False Advertising Act, the New Jersey Consumer Fraud Act, and the Kansas Consumer Protection Act when it raised interest rates on certain credit card accounts.
The MDL plaintiffs seek statutory damages, restitution, attorneys fees and an injunction against future rate increases. On August 8, 2011, the Bank filed a motion for summary judgment, which remains pending with the court.

Given the inherent uncertainties involved in these matters and the very large or indeterminate damages sought in some of these matters, there is
significant uncertainty as to the ultimate liability we may incur from these litigation matters. An adverse outcome in one or more of these matters could be material to the results of operations or cash flows for any particular reporting period.



---

In addition, the Corporation and its subsidiary banks (including the Bank) are commonly subject to various
pending and threatened legal actions relating to the conduct of their normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of all such other pending or threatened legal actions will not be
material to the issuing entitys investors.

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 Accounting 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.

Each of the Bank, for itself and on behalf of its affiliate Capital One Services, LLC (COSL), First Data Resources, LLC and
its affiliate REMITCO, LLC, TransCentra, Inc., 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 Capital One Master Trust and Capital One Multi-asset Execution Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a
Report on Assessment) as of, and for the twelve month period ended, December 31, 2012, which Reports on Assessment



---

are included as exhibits to this Form 10-K. In addition, each Servicing Participant 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.

Vendors

A Servicing Participant may engage one or more vendors to perform specific and limited, or scripted activities that
address all or a portion of one or more servicing criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted policies and procedures to monitor whether such vendors activities comply
in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors activities in such Servicing Participants Report on Assessment.
Where the Servicing Participant has not instituted such policies and procedures, or where the Servicing Participant does not otherwise elect to take responsibility for assessing its vendors activities, the vendor is itself treated as a
Servicing Participant and is required to provide its own Report on Assessment and related Attestation Report.

Except as
discussed below, 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.

Exceptions

The Bank of
New York Mellon: The Bank of New York Mellons Report on Assessment as of, and for the twelve months ended, December 31, 2012 and the related Attestation Report prepared by KPMG LLP have identified material noncompliance with two servicing
criteria applicable to The Bank of New York Mellon:



| |  |  | Servicing criterion 1122(d)(3)(i) contemplates that reports to investors, including those to be filed with the Securities and Exchange Commission (the
SEC), are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports: (B) Provide information calculated in accordance with the terms specified in the transaction agreements.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Noncompliance: The Bank of New York Mellon indicates that during the reporting period, certain
reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements.

Remediation: The Bank of New York Mellon further indicates that when its management becomes aware that changes to information contained in investor reports are necessary, the applicable investor
reports are revised to reflect payment adjustments made and are maintained in accordance with the terms specified in the transaction agreements.



| |  |  | Servicing criterion 1122(d)(3)(ii) contemplates that amounts due to investors are allocated and remitted in accordance with time frames, distribution
priority and other terms set forth in the transaction agreements.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Noncompliance: The Bank of New York
Mellon indicates that, with respect to certain remittances during the reporting period, amounts due to investors were not allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements.

Remediation: The Bank of New York Mellon further indicates that when its management becomes aware that such changes are
necessary, the applicable payments are adjusted and revisions are made to ensure that future payments will be allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements.

The Bank of New York Mellon has also advised us that neither of the identified instances of noncompliance involved the servicing of pool
assets held by either the issuing entity or by Capital One Master Trust.

We have not independently verified the accuracy of
The Bank of New York Mellons assertions or the adequacy of its remediation efforts.

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. Further guidance from the SEC staff identifies additional
parameters which 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 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.



---

Based on our understanding of their platforms and the guidance that is available at this
time, we believe that the parameters by which the Servicing Participants have defined their platforms should be permissible. However, because the guidance available at this time is subject to clarification or change, we cannot assure you that the
SEC and its staff will necessarily agree.

Item 1123 of Regulation AB: Servicer Compliance Statement.

Each of the Bank, COSL and Capital One, N.A. has been identified by the registrant as a servicer meeting the criteria of
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by each of Capital One Master Trust and Capital One Multi-asset Execution Trust. Each of these servicers has provided a statement of compliance (a
Compliance Statement), which has been signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to this Form 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.



|       |  |                                                                                     
|------ |  | ------------------------------------------------------------------------------------
|(a)(1) |  | Not Applicable.                                                                     
|       | 
|(a)(2) |  | Not Applicable.                                                                     
|       | 
|(a)(3) |  | The exhibits required by Item 601 of regulation S-K are listed in the Exhibit Index.
|       | 
|(b)    |  | Exhibits.                                                                           



|              |  |                                                                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                  
|              | 
|3.1           |  | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form
S-3 Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002).
|              | 
|3.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                   
|              | 
|4.1           |  | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                               
|              | 
|4.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                        
|              | 
|4.3           |  | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on January 20, 2006).                                                                                      
|              | 
|4.4           |  | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                  
|              | 
|4.5           |  | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 2002).                                                                                                                               
|              | 
|4.6           |  | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                      
|              | 
|4.7           |  | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 12, 2002).                                                                                                              



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.8    |  | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                                       
|       | 
|4.9    |  | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002).                                                                       
|       | 
|4.10   |  | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 4, 2008).                                                                                                                                                              
|       | 
|4.11   |  | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                                                                
|       | 
|4.12   |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                                                                   
|       | 
|4.13   |  | Second Amendment dated as of July 15, 2010 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 15, 2010).                                                                                                                                  
|       | 
|4.14   |  | Defaulted Receivables Supplemental Servicing Agreement dated as of July 15, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 15, 2010).                                                                                                                                                       
|       | 
|4.15   |  | Transfer and Assumption Agreement, dated as of November 22, 1994 by and among Signet Bank/Virginia, Capital One Bank (USA), National Association, as Assuming Entity, The Bank of New
York, as Trustee and the other parties thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 1995).
|       | 
|4.16   |  | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 20, 2006).                                                                                                                                                             
|       | 
|4.17   |  | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission by Capital One Funding, LLC on November 12, 2002).                                                                                                                                       
|       | 
|4.18   |  | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                                 
|       | 
|4.19.1 |  | Class C(2003-3) Terms Document dated as of September 23, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission
on October 1, 2003, which is incorporated herein by reference).                                                                                                                                                
|       | 
|4.19.2 |  | Class A(2004-1) Terms Document dated as of February 26, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
March 3, 2004, which is incorporated herein by reference).                                                                                                                                                   
|       | 
|4.19.3 |  | Class C(2004-2) Terms Document dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
March 11, 2004, which is incorporated herein by reference).                                                                                                                                                      



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|        |  |                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.4  |  | Class B(2004-3) Terms Document dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
April 20, 2004, which is incorporated herein by reference).                                                                                                             
|        | 
|4.19.5  |  | Class A(2004-4) Terms Document dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15,
2004, which is incorporated herein by reference).                                                                                                               
|        | 
|4.19.6  |  | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004
(included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference).
|        | 
|4.19.7  |  | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March
9, 2005, which is incorporated herein by reference).                                                                                                              
|        | 
|4.19.8  |  | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
8, 2005, which is incorporated herein by reference).                                                                                                              
|        | 
|4.19.9  |  | Class A(2005-6) Terms Document dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29,
2005, which is incorporated herein by reference).                                                                                                               
|        | 
|4.19.10 |  | Class B(2005-3) Terms Document dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August
11, 2005, which is incorporated herein by reference).                                                                                                            
|        | 
|4.19.11 |  | Class A(2005-7) Terms Document dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August
19, 2005, which is incorporated herein by reference).                                                                                                           
|        | 
|4.19.12 |  | Class A(2005-9) Terms Document dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 20, 2005, which is incorporated herein by reference).                                                                                                         
|        | 
|4.19.13 |  | Class A(2005-10) Terms Document dated as of November 15, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
November 16, 2005, which is incorporated herein by reference).                                                                                                      
|        | 
|4.19.14 |  | Class A(2006-1) Terms Document dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 23, 2006, which is incorporated herein by reference).                                                                                                         
|        | 
|4.19.15 |  | Omnibus Addendum dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the
Securities and Exchange Commission on February 13, 2006, which is incorporated herein by reference).                                                                    
|        | 
|4.19.16 |  | Class A(2006-3) Terms Document dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7,
2006, which is incorporated herein by reference).                                                                                                               
|        | 
|4.19.17 |  | Class A(2006-5) Terms Document dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
12, 2006, which is incorporated herein by reference).                                                                                                              
|        | 
|4.19.18 |  | Class B(2006-1) Terms Document dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
14, 2006, which is incorporated herein by reference).                                                                                                              



---

|        |  |                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.19 |  | Class A(2006-8) Terms Document dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
July 6, 2006, which is incorporated herein by reference).           
|        | 
|4.19.20 |  | Class A(2006-11) Terms Document dated as of September 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 8, 2006, which is incorporated herein by reference). 
|        | 
|4.19.21 |  | Class A(2006-12) Terms Document dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 16, 2006, which is incorporated herein by reference).    
|        | 
|4.19.22 |  | Class A(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).    
|        | 
|4.19.23 |  | Class B(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).    
|        | 
|4.19.24 |  | Class C(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.3 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).    
|        | 
|4.19.25 |  | Class C(2007-2) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 9, 2007, which is incorporated herein by reference).    
|        | 
|4.19.26 |  | Class A(2007-2) Terms Document dated as of February 27, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
March 13, 2007, which is incorporated herein by reference).     
|        | 
|4.19.27 |  | Class A(2007-4) Terms Document dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31,
2007, which is incorporated herein by reference).            
|        | 
|4.19.28 |  | Class A(2007-5) Terms Document dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25,
2007, which is incorporated herein by reference).          
|        | 
|4.19.29 |  | Class A(2007-7) Terms Document dated as of September 28, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 28, 2007, which is incorporated herein by reference).
|        | 
|4.19.30 |  | Class A(2007-8) Terms Document dated as of October 11, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 12, 2007, which is incorporated herein by reference).    
|        | 
|4.19.31 |  | Class C(2007-4) Terms Document dated as of October 29, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 30, 2007, which is incorporated herein by reference).    
|        | 
|4.19.32 |  | Class A(2008-3) Terms Document dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
16, 2008, which is incorporated herein by reference).        



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.33 |  | Class A(2013-1) Terms Document dated as of February 1, 2013 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 1, 2013, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                       
|        | 
|10.1    |  | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, LLC (formerly known as
First Data Resources, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with
the Securities and Exchange Commission by Capital One Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement.
|        | 
|10.2    |  | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by
reference to Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006).                                                                                                                                                                                                                                                  
|        | 
|10.3    |  | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated
by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006).                                                                                                                                                                                                                                                                                                       
|        | 
|31.1    |  | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 
|33.1    |  | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services,
LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|33.2    |  | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, LLC and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 
|33.3    |  | Report on Assessment of Compliance with Servicing Criteria for TransCentra, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|33.4    |  | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|34.1    |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital
One Services, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|34.2    |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, LLC and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|34.3    |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to TransCentra, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|34.4    |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|35.1    |  | Servicer Compliance Statement of Capital One Bank (USA), National Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 
|35.2    |  | Servicer Compliance Statement of Capital One Services, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|35.3    |  | Servicer Compliance Statement of Capital One, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



| | (c) | Not Applicable.
| | --- | ---------------



---

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.



Capital One Multi-asset Execution TrustBy:

Capital One Funding, LLC, as DepositorBy:

/s/ Stephen LinehanName:

Stephen Linehan*Title:

PresidentDate: March 29, 2013*   Stephen Linehan is the senior officer in charge of securitization of Capital One Funding,
LLC.




---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                  
|              | 
|3.1           |  | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form
S-3 Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002).
|              | 
|3.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                   
|              | 
|4.1           |  | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                               
|              | 
|4.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                        
|              | 
|4.3           |  | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on January 20, 2006).                                                                                      
|              | 
|4.4           |  | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                  
|              | 
|4.5           |  | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 2002).                                                                                                                               
|              | 
|4.6           |  | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                      
|              | 
|4.7           |  | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 12, 2002).                                                                                                              
|              | 
|4.8           |  | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                           
|              | 
|4.9           |  | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002).                           
|              | 
|4.10          |  | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                  
|              | 
|4.11          |  | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                    
|              | 
|4.12          |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 4, 2008).                                                                                       
|              | 
|4.13          |  | Second Amendment dated as of July 15, 2010 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 15, 2010).                                                                                      



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.14    |  | Defaulted Receivables Supplemental Servicing Agreement dated as of July 15, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 15, 2010).                                                                                                                                                       
|        | 
|4.15    |  | Transfer and Assumption Agreement, dated as of November 22, 1994 by and among Signet Bank/Virginia, Capital One Bank (USA), National Association, as Assuming Entity, The Bank of New
York, as Trustee and the other parties thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 1995).
|        | 
|4.16    |  | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 20, 2006).                                                                                                                                                             
|        | 
|4.17    |  | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission by Capital One Funding, LLC on November 12, 2002).                                                                                                                                       
|        | 
|4.18    |  | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                                 
|        | 
|4.19.1  |  | Class C(2003-3) Terms Document dated as of September 23, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 1, 2003, which is incorporated herein by reference).                                                                                                                                                
|        | 
|4.19.2  |  | Class A(2004-1) Terms Document dated as of February 26, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
March 3, 2004, which is incorporated herein by reference).                                                                                                                                                   
|        | 
|4.19.3  |  | Class C(2004-2) Terms Document dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March
11, 2004, which is incorporated herein by reference).                                                                                                                                                      
|        | 
|4.19.4  |  | Class B(2004-3) Terms Document dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
20, 2004, which is incorporated herein by reference).                                                                                                                                                     
|        | 
|4.19.5  |  | Class A(2004-4) Terms Document dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15,
2004, which is incorporated herein by reference).                                                                                                                                                       
|        | 
|4.19.6  |  | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in
Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference).                                        
|        | 
|4.19.7  |  | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March
9, 2005, which is incorporated herein by reference).                                                                                                                                                      
|        | 
|4.19.8  |  | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
8, 2005, which is incorporated herein by reference).                                                                                                                                                      
|        | 
|4.19.9  |  | Class A(2005-6) Terms Document dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29,
2005, which is incorporated herein by reference).                                                                                                                                                       
|        | 
|4.19.10 |  | Class B(2005-3) Terms Document dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August
11, 2005, which is incorporated herein by reference).                                                                                                                                                    



---

|        |  |                                                                                                                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.19.11 |  | Class A(2005-7) Terms Document dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
August 19, 2005, which is incorporated herein by reference).                                       
|        | 
|4.19.12 |  | Class A(2005-9) Terms Document dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 20, 2005, which is incorporated herein by reference).                                     
|        | 
|4.19.13 |  | Class A(2005-10) Terms Document dated as of November 15, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
November 16, 2005, which is incorporated herein by reference).                                  
|        | 
|4.19.14 |  | Class A(2006-1) Terms Document dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 23, 2006, which is incorporated herein by reference).                                     
|        | 
|4.19.15 |  | Omnibus Addendum dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the
Securities and Exchange Commission on February 13, 2006, which is incorporated herein by reference).
|        | 
|4.19.16 |  | Class A(2006-3) Terms Document dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7,
2006, which is incorporated herein by reference).                                           
|        | 
|4.19.17 |  | Class A(2006-5) Terms Document dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
12, 2006, which is incorporated herein by reference).                                          
|        | 
|4.19.18 |  | Class B(2006-1) Terms Document dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
14, 2006, which is incorporated herein by reference).                                          
|        | 
|4.19.19 |  | Class A(2006-8) Terms Document dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6,
2006, which is incorporated herein by reference).                                            
|        | 
|4.19.20 |  | Class A(2006-11) Terms Document dated as of September 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 8, 2006, which is incorporated herein by reference).                                  
|        | 
|4.19.21 |  | Class A(2006-12) Terms Document dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 16, 2006, which is incorporated herein by reference).                                     
|        | 
|4.19.22 |  | Class A(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).                                     
|        | 
|4.19.23 |  | Class B(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).                                     
|        | 
|4.19.24 |  | Class C(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.3 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).                                     
|        | 
|4.19.25 |  | Class C(2007-2) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 9, 2007, which is incorporated herein by reference).                                     
|        | 
|4.19.26 |  | Class A(2007-2) Terms Document dated as of February 27, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
March 13, 2007, which is incorporated herein by reference).                                      



---

|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.19.27  |  | Class A(2007-4) Terms Document dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
May 31, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                               
|         | 
|4.19.28  |  | Class A(2007-5) Terms Document dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                             
|         | 
|4.19.29  |  | Class A(2007-7) Terms Document dated as of September 28, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 28, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                   
|         | 
|4.19.301 |  | Class A(2007-8) Terms Document dated as of October 11, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 12, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                       
|         | 
|4.19.31  |  | Class C(2007-4) Terms Document dated as of October 29, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 30, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                       
|         | 
|4.19.32  |  | Class A(2008-3) Terms Document dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April
16, 2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                           
|         | 
|4.19.33  |  | Class A(2013-1) Terms Document dated as of February 1, 2013 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 1, 2013, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                       
|         | 
|10.1     |  | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, LLC (formerly known as
First Data Resources, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with
the Securities and Exchange Commission by Capital One Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement.
|         | 
|10.2     |  | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by
reference to Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006).                                                                                                                                                                                                                                                  
|         | 
|10.3     |  | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated
by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006).                                                                                                                                                                                                                                                                                                       
|         | 
|31.1     |  | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         | 
|33.1     |  | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services,
LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | 
|33.2     |  | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, LLC and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | 
|33.3     |  | Report on Assessment of Compliance with Servicing Criteria for TransCentra, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|         | 
|33.4     |  | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         | 
|34.1     |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital
One Services, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                              



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|     |  |                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|34.2 |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, LLC and REMITCO, LLC.
|     | 
|34.3 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to TransCentra, Inc.                                   
|     | 
|34.4 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.                        
|     | 
|35.1 |  | Servicer Compliance Statement of Capital One Bank (USA), National Association.                                                                     
|     | 
|35.2 |  | Servicer Compliance Statement of Capital One Services, LLC.                                                                                        
|     | 
|35.3 |  | Servicer Compliance Statement of Capital One, N.A.