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, 2011

or



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

For Transition period



|                                                                                 |  |                                                                                                  
|-------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------
|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                                                                      
|(Telephone number, including area code)                                              |  | (Telephone number, including area code)                                             
|                                                                                     | 
|Not Applicable                                                                       |  | Not Applicable                                                                      
|(I.R.S. Employer Identification No.)                                                 |  | (I.R.S. Employer Identification No.)                                                
|                                                                                     | 
|Not Applicable                                                                       |  | Not Applicable                                                                      
|(Former name, former address, if changed since last report)                          |  | (Former name, former address, if changed since last report)                         

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

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.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









---

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 4:     [Reserved]

Item 1B. Unresolved Staff Comments.

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.

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 Capital One Financial Corporation (the Corporation) and its
subsidiaries, including Capital One Bank (USA), National Association (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. Fact and expert discovery have closed. The parties have briefed and presented oral argument on motions to dismiss and class certification and are awaiting decisions from the
court.

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 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 recorded in other liabilities with a corresponding reduction of other
non-interest expense. 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, 2011 and December 31, 2010 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 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 (the In Re Late Fees Litigation). 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
Ninth Circuit Court of Appeals. 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 Court of Appeals stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. On January 4, 2012, the Ninth Circuit Court of Appeals entered an
additional order continuing the stay of the matter pending the bankruptcy proceedings.

In July 2010, the U.S. Court of Appeals for 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 Californias Unfair Competition Law (the UCL) when it raised interest rates on certain credit card accounts.
The District Court granted the Banks motion to dismiss all claims as a matter of law prior to any discovery. On appeal, the Ninth Circuit reversed the District Courts dismissal with respect to the TILA and UCL claims, remanding the case
back to the District Court for further proceedings. The Ninth Circuit upheld the dismissal of the plaintiff's breach of contract claim, finding that the Bank was contractually allowed to increase interest rates. In September 2010, the Ninth Circuit
denied the Banks Petition for Panel Rehearing and Rehearing En Banc. In January 2011, the Bank filed a writ of certiorari with the United States Supreme Court, seeking leave to appeal the Ninth Circuits ruling. On April 4,
2011, the United States Supreme Court denied the Banks writ of certiorari, and as a result, the Ninth Circuit remanded the case back to the District Court to begin discovery.

The Capital One Bank Credit Card Interest Rate Multi-district Litigation matter involves similar issues as Rubio. This multi-district 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 Truth in Lending Act, the California Consumers Legal Remedies Act, the California Unfair Competition Law, 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. Fact discovery
is now closed. On August 8, 2011, the Bank filed a motion for summary judgment, which remains pending with the court.

In January 2010,
the West Virginia Attorney General filed suit against the Bank and various affiliates in Mason County, West Virginia, challenging numerous credit card practices under the West Virginia Consumer Credit and Protection Act. The West Virginia Attorney
General seeks injunctive relief, consumer refunds, statutory damages, disgorgement, and attorneys fees. The Bank removed the case to the U.S. District Court for the Southern District of West Virginia and filed a motion to dismiss the
complaint. In July 2010, the U.S. District Court for the Southern District of West Virginia remanded the case back to Mason County Circuit Court and denied the motion to dismiss as moot. In August 2010, the Bank filed a motion to dismiss and a
motion to stay discovery pending resolution of the motion to dismiss. In April 2011, the Court denied the motion to dismiss and scheduled a bench trial to begin on December 6, 2011. On July 20, 2011, the Bank removed the case again to the
U.S. District Court for the Southern District of West Virginia. The plaintiff filed a motion to remand the matter to state court. On August 12, 2011, the district court issued an order remanding the matter back to Mason County Circuit Court. In
January, 2012, the West Virginia Attorney General dismissed all claims with prejudice for post-2005 conduct as part of a settlement arrangement in which the Bank agreed to pay a non-material amount of money related to certain pre-2006 conduct.

In May 2010, the Corporation and the Bank were named as defendants in a putative class action named Steen v. Capital One Financial
Corporation, et al., filed in the U.S. District Court for the Eastern District of Louisiana. Plaintiff challenges the Banks practices relating to fees for overdraft and non-sufficient funds fees on consumer checking accounts. Plaintiff
alleges that the Banks methodology for posting transactions to customer accounts is designed to maximize the generation of overdraft fees, supporting claims for breach of contract, breach of the covenant of good faith and fair dealing,
unconscionability, conversion, unjust enrichment and violations of state unfair trade practices laws. Plaintiff seeks a range of



---

remedies, including restitution, disgorgement, injunctive relief, punitive damages and attorneys fees. In May, 2010, the case was transferred to the Southern District of Florida for
coordinated pre-trial proceedings as part of a multi-district litigation (Steen MDL) involving numerous defendant banks, In re Checking Account Overdraft Litigation. In December 2010, plaintiffs filed an amended complaint against
the Corporation and the Bank in the Steen MDL court. In January 2011, plaintiffs agreed to substitute Capital One, N.A. for the Corporation and the Bank as the defendant. The Steen MDL court has since approved the substitution and all claims against
the Corporation and the Bank have been dismissed without prejudice.

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 and 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 Corporations consolidated financial position or its results of operations.

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. (formerly Regulus Group, LLC), 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, 2011, 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.

Exceptions

No Report on
Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material
deficiency in such Servicing Participants policies and procedures to monitor vendor compliance.

Platform-Level Reports

Regulations of the Securities and Exchange Commission (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.



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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).                                                                                                              
|              | 
|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).                    



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|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 |  | Class A(2004-5) 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).                                                                                                                                                      
|       | 
|4.19.7 |  | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 13, 2004, which is incorporated herein by reference).                                                                                                                                             



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|        |  |                                                                                                                                                                                                                                                                                                                                                   |  | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|        | 
|4.19.8  |  | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on November 22, 2004, which is incorporated herein by reference).                                                                                                      
|        | 
|4.19.9  |  | 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).
|        | 
|4.19.10 |  | 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).                                                                                                              
|        | 
|4.19.11 |  | 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).                                                                                                              
|        | 
|4.19.12 |  | 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).                                                                                                               
|        | 
|4.19.13 |  | 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).                                                                                                            
|        | 
|4.19.14 |  | 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).                                                                                                           
|        | 
|4.19.15 |  | 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).                                                                                                         
|        | 
|4.19.16 |  | 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).                                                                                                      
|        | 
|4.19.17 |  | 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).                                                                                                         
|        | 
|4.19.18 |  | Class A(2006-2) Terms Document dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on February 10, 2006, which is incorporated herein by reference).                                                                                                        
|        | 
|4.19.19 |  | 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).                                                                    
|        | 
|4.19.20 |  | 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).                                                                                                               
|        | 
|4.19.21 |  | Class A(2006-4) Terms Document dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on March 15, 2006, which is incorporated herein by reference).                                                                                                              
|        | 
|4.19.22 |  | 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).                                                                                                              



---

|        |  |                                                                                                                                                                                                                                             |  | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|        | 
|4.19.23 |  | 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).        
|        | 
|4.19.24 |  | Class A(2006-6) Terms Document dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on April 27, 2006, which is incorporated herein by reference).       
|        | 
|4.19.25 |  | Class C(2006-1) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on May 24, 2006, which is incorporated herein by reference).           
|        | 
|4.19.26 |  | Class A(2006-7) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on May 24, 2006, which is incorporated herein by reference).           
|        | 
|4.19.27 |  | 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).          
|        | 
|4.19.28 |  | Class C(2006-2) Terms Document dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on August 28, 2006, which is incorporated herein by reference).     
|        | 
|4.19.29 |  | Class A(2006-10) Terms Document dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange
Commission on August 28, 2006, which is incorporated herein by reference).    
|        | 
|4.19.30 |  | 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).
|        | 
|4.19.31 |  | 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).   
|        | 
|4.19.32 |  | Class C(2006-3) Terms Document dated as of October 11, 2006 (included in Exhibit 4.2 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).   
|        | 
|4.19.33 |  | 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).   
|        | 
|4.19.34 |  | 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).   
|        | 
|4.19.35 |  | 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).   
|        | 
|4.19.36 |  | 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).   



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.37 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|4.19.38 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.19.39 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                             
|        | 
|4.19.40 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                   
|        | 
|4.19.41 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                       
|        | 
|4.19.42 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                       
|        | 
|4.19.43 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|4.19.44 |  | Class A(2008-5) Terms Document dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May
13, 2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.19.45 |  | Class A(2008-6) Terms Document dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June
2, 2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.19.46 |  | Class A(2009-2) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June
17, 2009, 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 30, 2012*   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  |  | Class A(2004-5) 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).                                                                                                                                                      
|        | 
|4.19.7  |  | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
September 13, 2004, which is incorporated herein by reference).                                                                                                                                             
|        | 
|4.19.8  |  | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
November 22, 2004, which is incorporated herein by reference).                                                                                                                                              
|        | 
|4.19.9  |  | 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).                                        
|        | 
|4.19.10 |  | 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).                                                                                                                                                      



---

|        |  |                                                                                                                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.11 |  | 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).                                          
|        | 
|4.19.12 |  | 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).                                           
|        | 
|4.19.13 |  | 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).                                        
|        | 
|4.19.14 |  | 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).                                       
|        | 
|4.19.15 |  | 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).                                     
|        | 
|4.19.16 |  | 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).                                  
|        | 
|4.19.17 |  | 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).                                     
|        | 
|4.19.18 |  | Class A(2006-2) Terms Document dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 10, 2006, which is incorporated herein by reference).                                    
|        | 
|4.19.19 |  | 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).
|        | 
|4.19.20 |  | 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).                                           
|        | 
|4.19.21 |  | Class A(2006-4) Terms Document dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March
15, 2006, which is incorporated herein by reference).                                          
|        | 
|4.19.22 |  | 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).                                          
|        | 
|4.19.23 |  | 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).                                          
|        | 
|4.19.24 |  | Class A(2006-6) Terms Document dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
April 27, 2006, which is incorporated herein by reference).                                         
|        | 
|4.19.25 |  | Class C(2006-1) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May
24, 2006, which is incorporated herein by reference).                                             
|        | 
|4.19.26 |  | Class A(2006-7) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May
24, 2006, which is incorporated herein by reference).                                             



---

|        |  |                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.27 |  | 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).           
|        | 
|4.19.28 |  | Class C(2006-2) Terms Document dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
August 28, 2006, which is incorporated herein by reference).      
|        | 
|4.19.29 |  | Class A(2006-10) Terms Document dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
August 28, 2006, which is incorporated herein by reference).     
|        | 
|4.19.30 |  | 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). 
|        | 
|4.19.31 |  | 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).    
|        | 
|4.19.32 |  | Class C(2006-3) Terms Document dated as of October 11, 2006 (included in Exhibit 4.2 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).    
|        | 
|4.19.33 |  | 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).    
|        | 
|4.19.34 |  | 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).    
|        | 
|4.19.35 |  | 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).    
|        | 
|4.19.36 |  | 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).    
|        | 
|4.19.37 |  | 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).     
|        | 
|4.19.38 |  | 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).            
|        | 
|4.19.39 |  | 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).          
|        | 
|4.19.40 |  | 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).
|        | 
|4.19.41 |  | 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).    



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.19.42 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                       
|        | 
|4.19.43 |  | 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).                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|4.19.44 |  | Class A(2008-5) Terms Document dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May
13, 2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.19.45 |  | Class A(2008-6) Terms Document dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June
2, 2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.19.46 |  | Class A(2009-2) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June
17, 2009, 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.