**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

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**FORM 10-K**

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**(Mark One)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

**                                               **For the fiscal year ended:December 31, 2006

** **

**or**

** **

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

**                                               **For Transition period *                    *

| **Commission File Number of  issuing entity: 333-130862-02**    |   | **Commission  File Number of issuing entity: 333-130862-01**    |
|-----------------------------------------------------------------|--------|-----------------------------------------------------------------|
| **CAPITAL  ONE MULTI-ASSET**                                    |   | **CAPITAL  ONE MASTER TRUST**                                   |
| **EXECUTION  TRUST**                                            |   | ** **                                                      |
| **(Exact  Name of Issuing Entity as Specified in its Charter)** |   | **(Exact  Name of Issuing Entity as Specified in its Charter)** |
| **(Issuer  of the Notes)**                                      |   | **(Issuer  of the Collateral Certificate)**                     |

 

**Commission File Number ofdepositor: 333-130862**

** **

**CAPITAL ONE FUNDING, LLC**

**(Exact Name of Depositoras Specified in its Charter)**

** **

**CAPITAL ONE BANK**

**(Exact Name of Sponsor asSpecified in its Charter)**

** **

| **Delaware**                                                     |   | **New York**                                                     |
|------------------------------------------------------------------|--------|------------------------------------------------------------------|
| **(State  or Other Jurisdiction of Incorporation**               |   | **(State  or Other Jurisdiction of Incorporation**               |
| **or  Organization of the Issuing Entity)**                      |   | **or  Organization of the Issuing Entity)**                      |
|                                                             |   |                                                             |
| **c/o  Capital One Funding, LLC**                                |   | **c/o  Capital One Funding, LLC**                                |
| **140 East  Shore Drive**                                        |   | **140 East  Shore Drive**                                        |
| **Room  1071-B**                                                 |   | **Room  1071-B**                                                 |
| **Glen  Allen, VA 23059**                                        |   | **Glen  Allen, VA 23059**                                        |
| **(Address  of Principal Executive Offices**                     |   | **(Address  of Principal Executive Offices**                     |
| **of  Issuing Entity)**                                          |   | **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) ofthe Act:             None

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

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

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.    Yes  o    No  x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    x  Yes    o  No

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part II of the Form 10-K or any amendment to this form10-K.    x  [Item 405 of Regulation S-K isnot applicable.]

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

Large acceleratedfiler  o    Acceleratedfiler  o    Non-acceleratedfiler  x

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).    Yes  o    No  x

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

 

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**PART I**

**The following Items have been omittedin 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:       |   | Submission of Matters to a Vote of Security Holders. |

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

Not Applicable.

**Substituteinformation 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 thecollateral certificate, Series 2002-CC, representing an undivided interest inCapital One Master Trust, whose assets include the receivables arising in aportfolio of consumer revolving credit card accounts. Capital One Master Trust,therefore, may be considered a significant obligor in relation to Capital OneMulti-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 inrespect of Capital One Master Trust has been disclosed in this report on Form10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by Capital One Master Trust donot include any significant obligors.

**Item 1114(b)(2) of RegulationAB: Credit Enhancement and Other Support, Except for Certain DerivativesInstruments (Financial Information).**

Based on the standards set forth inItem 1114(b)(2) of Regulation AB, no information is required in responseto 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 1117of Regulation AB: Legal Proceedings.**

Over the pastseveral years, MasterCard International and Visa U.S.A., Inc., as well asseveral of their member banks and affiliated institutions, have been involvedin several different lawsuits challenging various practices of MasterCard andVisa.

In 1998, theUnited States Department of Justice filed an antitrust lawsuit against theMasterCard and Visa membership associations composed of financial institutionsthat issue MasterCard or Visa credit or debit cards (“associations”), alleging,among other things, that the associations had violated antitrust law andengaged in unfair practices by not allowing member banks to issue cards fromcompeting brands, such as American Express and Discover Financial Services. In2001, a New York district court entered judgment in favor of the Department ofJustice and ordered the associations to repeal these policies. The UnitedStates Court of Appeals for the Second Circuit affirmed the district court and,on October 4, 2004, the United States Supreme Court denied certiorari inthe case. In November 2004, American Express filed an antitrust lawsuit (the “Amexlawsuit”) against MasterCard and Visa and several member banks and affiliatedinstitutions alleging, among other things, that the defendants jointly andseverally implemented and enforced illegal exclusionary agreements thatprevented member banks from issuing American Express cards. The complaintrequests civil monetary damages, which could be trebled. Capital One Bank,Capital One, F.S.B. and Capital One Financial Corporation are named defendantsin this lawsuit.

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Separately, anumber of entities, each purporting to represent a class of retail merchants,have also filed antitrust lawsuits (the “Interchange lawsuits”) againstMasterCard and Visa and several member banks and affiliated institutions,including Capital One Bank, Capital One, F.S.B. and Capital One FinancialCorporation alleging among other things, that the defendants conspired to fixthe level of interchange fees. The complaints request civil monetary damages,which could be trebled. In October 2005, the Interchange lawsuits wereconsolidated before the United States District Court for the Eastern Districtof New York for certain purposes, including discovery.

Finally, a numberof individual plaintiffs, each purporting to represent a class of cardholders,have filed antitrust lawsuits (the “Fee Antitrust lawsuits”) against severalinstitutions, including Capital One Financial Corporation, alleging among otherthings that the defendants conspired to fix the level of late fees andover-limit fees charged to cardholders and that these fees are excessive. Thecomplaints request civil monetary damages, which could be trebled.

Capital One Bank,Capital One, F.S.B. and Capital One Financial Corporation believe that theyhave meritorious defenses with respect to these cases and intend to defendthese cases vigorously. At the present time, Capital One Financial Corporationis not in a position to determine whether the resolution of these cases willhave a material adverse effect on either the consolidated financial position ofCapital One Financial Corporation or Capital One Financial Corporation’sresults of operations in any future reporting period.

In addition,several merchants filed class action antitrust lawsuits, which weresubsequently consolidated, against the associations relating to certain debitcard products. In April 2003, the associations agreed to settle the lawsuit inexchange for payments to plaintiffs and for changes in policies and interchangerates for debit cards. Certain merchant plaintiffs have opted out of thesettlements and have commenced separate lawsuits. Additionally, consumer classaction lawsuits with claims mirroring the merchants’ allegations have beenfiled in several courts. Finally, MasterCard and Visa, as well as certainmember banks, continue to face additional lawsuits regarding policies,practices, products and fees.

With the exceptionof the Fee Antitrust lawsuits, the Interchange lawsuits, and the Amex lawsuit,Capital One Financial Corporation, Capital One Bank and Capital One F.S.B. arenot parties to the lawsuits against MasterCard and Visa described above andtherefore will not be directly liable for any amount related to any possible orknown settlements of such lawsuits. However, Capital One Financial Corporation’ssubsidiary banks are member banks of MasterCard and Visa and thus may beaffected by settlements or lawsuits relating to these issues, including changesin interchange payments. In addition, it is possible that the scope of theselawsuits may expand and that other member banks, including Capital OneFinancial Corporation’s subsidiary banks, may be brought into the lawsuits orfuture lawsuits. During the second quarter of 2006, MasterCardsuccessfully completed its initial public offering and Visa revised itsgovernance structure. Both entities now rely upon independent directors forcertain decisions, including the setting of interchange rates.

Given thecomplexity of the issues raised by these lawsuits and the uncertaintyregarding: (i) the outcome of these suits, (ii) the likelihood andamount of any possible judgments, (iii) the likelihood, amount andvalidity of any claim against the member banks, Capital One FinancialCorporation and its subsidiary banks, (iv) changes in industry structurethat may result from the suits and (v) the effects of these suits, inturn, on competition in the industry, member banks, and interchange fees, wecannot determine at this time the long-term effects of these suits on Capital OneFinancial Corporation, Capital One Bank and Capital One, F.S.B. and on thepayment of principal and interest on the notes.

Except asdisclosed above, there are no pending material legal or other proceedingsinvolving Capital One Bank, as sponsor and servicer, Capital One Funding, LLC,as depositor, Capital One Master Trust and Capital One Multi-asset ExecutionTrust, each as an issuing entity, The Bank of New York, as indenture trusteeand master trust trustee, Deutsche Bank Trust Company Delaware, as owner trustee,or any other party described in Item 1117 of Regulation AB, or of which anyproperty of the foregoing is the subject, that, individually or in theaggregate, would have a material adverse impact on investors in the securitiesto which this report on Form 10-K relates.

 

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**PARTII**

**The following Items have been omittedin 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 omittedin 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.                                                          |

**Substituteinformation 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 RegulationAB has been omitted from this report on Form 10-K in reliance on theInstruction to Item 1119.

**Item 1122of Regulation AB: Compliance with Applicable Servicing Criteria.**

Capital One Bank, for itself and on behalf of itsaffiliate Capital One Services, Inc., First Data Resources, Inc., and itsaffiliate REMITCO, LLC, and The Bank of New York (each, a “ServicingParticipant”) has been identified by the registrant as a party participating inthe servicing function with respect to the pool assets held by each of CapitalOne Master Trust and Capital One Multi-asset Execution Trust. Each ServicingParticipant has completed a report on an assessment of compliance with theservicing criteria applicable to such Servicing Participant (each, a “Report onAssessment”) as of, and for the twelve month period ended, December 31, 2006,which Reports on Assessment are included as exhibits to this Form 10-K. Inaddition, each Servicing Participant has provided an attestation report (each,an “Attestation Report”) by a registered independent public accounting firmregarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

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No Report on Assessment or related Attestation Reporthas identified any material instance of noncompliance with the servicingcriteria identified in such Report on Assessment as applicable to the relatedServicing Participant.

Regulations of the Securities and Exchange Commission(the “SEC”) require that each Servicing Participant complete a Report onAssessment at a “platform” level, meaning that the transactions covered by theReport on Assessment should include all asset-backed securities transactionsinvolving such Servicing Participant that are backed by the same assettype.  More recent guidance from the SECstaff identifies additional parameters which a Servicing Participant may applyto define and further limit its platform. For example, a Servicing Participant may define its platform to includeonly transactions that were completed on or after January 1, 2006 and that wereregistered with the SEC pursuant to the Securities Act of 1933.  Each Servicing Participant is responsible fordefining its own platform, and each platform will naturally differ based onvarious factors, including the Servicing Participant’s business model and thetransactions in which it is involved.

Based on our understanding of their platforms and theguidance that is available at this time, we believe that the parameters bywhich the Servicing Participants have defined their platforms should bepermissible.  However, because the SEC’sregulations are new and the guidance that is available at this time is subjectto clarification or change, we cannot assure you that the SEC and its staffwill necessarily agree.

**Item 1123 of Regulation AB: Servicer Compliance Statement.**

Each of Capital One Bank, Capital One Services, Inc.and Capital One, N.A. has been identified by the registrant as a servicermeeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB withrespect to the pool assets held by each of Capital One Master Trust and CapitalOne Multi-asset Execution Trust. Each of these servicers has provided astatement of compliance (a “Compliance Statement”), which has been signed by anauthorized officer of the related servicer. Each Compliance Statement isattached as an exhibit to this Form 10-K.

**PARTIV**

**Item 15. Exhibits, FinancialStatement Schedules.**

(a)(1)             Not Applicable.

(a)(2)             Not Applicable.

(a)(3)             Not Applicable.

(b)                          Exhibits
| Exhibit  Number | ** ** | **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).                                                         |
|            |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.1             |       | Receivables Purchase Agreement dated as of August 1,  2002 (the “Bank Receivables Purchase Agreement”) between Capital One Funding,  LLC and Capital One Bank (incorporated by reference to Exhibit 4.1 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) |
|            |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.2             |       | First Amendment dated as of March 23, 2007 to the  Bank Receivables Purchase 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 27, 2007).                                                                                                                                                                |
|            |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.3             |       | Receivables Purchase Agreement dated as of August 1,  2002 between Capital One Funding, LLC and Capital One, F.S.B. (incorporated  by reference to Exhibit 4.2 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).                                                     |
|            |       |                                                                                                                                                                                                                                                                                                                                                                                                      |

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| 4.4    |   | 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).                                                                                                          |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.5    |   | 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    |   | 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).                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.7    |   | 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).                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.8    |   | Amended and Restated Pooling and Servicing  Agreement, dated as of September 30, 1993, and as amended and restated as of  August 1, 2002 and January 13, 2006 (incorporated by reference to Exhibit 4.2  to the Current Report on Form 8-K filed with the Securities and Exchange  Commission on January 20, 2006).                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.9    |   | First Amendment dated as of March 23, 2007 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 March 27, 2007).                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.10   |   | Transfer and Assumption Agreement, dated as of  November 22, 1994 by and among Signet Bank/ Virginia, Capital One Bank, 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). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.11   |   | 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).                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.12   |   | 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).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.13.1 |   | Class A(2002-1) Terms Document, dated as of October  9, 2002 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 12, 2002, which is  incorporated herein by reference).                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.13.2 |   | Class C(2002-1) Terms Document, dated as of October  9, 2002 (included in Exhibit 4.10 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 12, 2002, which is  incorporated herein by reference).                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.13.3 |   | Class C(2003-1) Terms Document, dated as of May 28,  2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 11, 2003, which is incorporated  herein by reference).                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.13.4 |   | Class A(2003-3) Terms Document, dated as of August  13, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on August 15, 2003, which is  incorporated herein by reference).                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.13.5 |   | Class B(2003-3) Terms Document, dated as of  September 3, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 11, 2003,  which is incorporated herein by reference).                                                                                                                |

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|         |   |                                                                                                                                                                                                                                                  |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.6  |   | Class B(2003-4) Terms Document, dated as of  September 16, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 23, 2003,  which is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.7  |   | Class A(2003-4) Terms Document, dated as of  September 26, 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).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.8  |   | 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).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.9  |   | Class A(2003-5) Terms Document, dated as of October  10, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 17, 2003, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.10 |   | Class C(2003-4) Terms Document, dated as of October  29, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 10, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.11 |   | Class B(2003-5) Terms Document, dated as of November  5, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 14, 2003, which is incorporated  herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.12 |   | Class A(2003-7) Terms Document, dated as of November  21, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.13 |   | Class B(2003-6) Terms Document, dated as of November  20, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.14 |   | Class C(2003-5) Terms Document, dated as of December  23, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on January 6, 2004, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.15 |   | Class B(2004-1) Terms Document, dated as of January  30, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on February 10, 2004, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.16 |   | 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).       |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.17 |   | 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).          |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.18 |   | Class A(2004-2) Terms Document, dated as of April 8,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on April 13, 2004, which is incorporated  herein by reference).          |
|         |   |                                                                                                                                                                                                                                                  |
| 4.13.19 |   | 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).         |

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|         |   |                                                                                                                                                                                                                                                                                                                                                       |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.20 |   | Class A(2004-3) Terms Document, dated as of May 6,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 12, 2004, which is incorporated  herein by reference).                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.21 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.22 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.23 |   | Class A(2004-6) Terms Document, dated as of July 14,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 20, 2004, which is incorporated  herein by reference).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.24 |   | Class B(2004-4) Terms Document, dated as of July 16,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 22, 2004, which is incorporated  herein by reference).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.25 |   | Class B(2004-5) Terms Document, dated as of July 16,  2004 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 22, 2004, which is incorporated  herein by reference).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.26 |   | Class C(2004-4) Terms Document, dated as of  September 2, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 7, 2004, which  is incorporated herein by reference).                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.27 |   | 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).                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.28 |   | Class B(2004-6) Terms Document, dated as of October  8, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 14, 2004, which is  incorporated herein by reference).                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.29 |   | 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).                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.30 |   | 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). |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.31 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.32 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.33 |   | Class C(2005-1) Terms Document, dated as of April  21, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on April 29, 2005, which is  incorporated herein by reference).                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |

----

 
| 4.13.34 |   | Class A(2005-2) Terms Document, dated as of May 6,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 10, 2005, which is incorporated  herein by reference).             |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.35 |   | Class B(2005-2) Terms Document, dated as of May 20,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 24, 2005, which is incorporated  herein by reference).            |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.36 |   | Class A(2005-3) Terms Document, dated as of June 10,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 14, 2005, which is incorporated  herein by reference).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.37 |   | Class A(2005-4) Terms Document, dated as of June 13,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 15, 2005, which is incorporated  herein by reference).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.38 |   | Class A(2005-5) Terms Document, dated as of July 8,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 14, 2005, which is incorporated  herein by reference).           |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.39 |   | 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).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.40 |   | 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).       |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.41 |   | 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).      |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.42 |   | Class A(2005-8) Terms Document, dated as of August  26, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on August 29, 2005, which is  incorporated herein by reference).      |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.43 |   | 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).    |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.44 |   | 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). |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.45 |   | Class A(2005-11) Terms Document, dated as of  November 23, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on November 29, 2005, which  is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.46 |   | 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).    |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.47 |   | 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).   |
|    |   |                                                                                                                                                                                                                                                 |

----

 
| 4.13.48 |   | 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). |
|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.49 |   | 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).                                            |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.50 |   | 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).                                           |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.51 |   | 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).                                           |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.52 |   | 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).                                           |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.53 |   | 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).                                          |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.54 |   | 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).                                              |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.55 |   | 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).                                              |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.56 |   | Class B(2006-2) Terms Document, dated as of June 6,  2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 8, 2006, which is incorporated herein  by reference).                                              |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.57 |   | 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).                                             |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.58 |   | Class A(2006-9) Terms Document, dated as of July 31,  2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 8, 2006, which is incorporated  herein by reference).                                           |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.59 |   | 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).                                        |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.60 |   | 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).                                       |
|    |   |                                                                                                                                                                                                                                                                                   |
| 4.13.61 |   | 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).                                   |

----

 
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.62 |   | 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).                                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.63 |   | 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).                                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.64 |   | Class A(2006-13) Terms Document, dated as of October  20, 2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 25, 2006, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.65 |   | Class A(2006-14) Terms Document, dated as of  November 7, 2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on November 17, 2006, which  is incorporated herein by reference).                                                                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1    |   | Services Agreement, dated as of November 8, 2004,  between Capital One Services, Inc. and 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    |   | Subservicing Agreement dated as of January 1, 2006 between  Capital One Bank and Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3    |   | Services Agreement, dated as of March 16, 2006,  between Capital One Bank 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)/15(d)-14(d) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33.1    |   | Report on Assessment of Compliance with Servicing  Criteria for Capital One Bank, for itself and on behalf of its affiliate,  Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33.2    |   | Report on Assessment of Compliance with Servicing  Criteria for First Data Resources, Inc. and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33.3    |   | Report on Assessment of Compliance with Servicing  Criteria for The Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 34.1    |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to Capital One Bank and Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 34.2    |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to First Data Resources, Inc. and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 34.3    |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to The Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35.1    |   | Servicer Compliance Statement of Capital One Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35.2    |   | Servicer Compliance Statement of Capital One Services,  Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35.3    |   | Servicer Compliance Statement of Capital One, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

(c)          NotApplicable.

----

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

                  
| **  ** | ** ** | **Capital One Multi-asset Execution Trust** |
|------------------|------------|---------------------------------------------|
| ** **       | ** ** | ** **                                  | ** ** | ** ** |
| **  ** | ** ** | **Capital One Master Trust**                |
|             |       |                                        |   |   |
| **  ** |       | By:                                         |   | Capital One Funding, LLC, as Depositor |
|             |       |                                        |   |   |
|             |       | By:                                         |   | /s/ Stephen Linehan |
|             |       | Name:                                       |   | Stephen Linehan |
|             |       | Title:                                      |   | President |
|             |       |                                        |   |   |
|             |       | Date: March 30, 2007                        |

 

 

----

 

EXHIBIT INDEX
| Exhibit Number | ** ** | **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).                                                         |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.1            |       | Receivables Purchase Agreement dated as of August 1,  2002 (the “Bank Receivables Purchase Agreement”) between Capital One Funding,  LLC and Capital One Bank (incorporated by reference to Exhibit 4.1 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) |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.2            |       | First Amendment dated as of March 23, 2007, to the  Bank Receivables Purchase 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 27, 2007).                                                                                                                                                               |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.3            |       | Receivables Purchase Agreement dated as of August 1,  2002 between Capital One Funding, LLC and Capital One, F.S.B. (incorporated  by reference to Exhibit 4.2 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).                                                     |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.4            |       | 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).                                                                                                                                                |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.5            |       | 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            |       | 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).                                                                                                                                                                                    |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.7            |       | 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).                                                                                    |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.8            |       | Amended and Restated Pooling and Servicing  Agreement, dated as of September 30, 1993, and as amended and restated as of  August 1, 2002 and January 13, 2006 (incorporated by reference to Exhibit 4.2  to the Current Report on Form 8-K filed with the Securities and Exchange  Commission on January 20, 2006).                                                                                       |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.9            |       | First Amendment dated as of March 23, 2007 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 March 27, 2007).                                                                                                                                               |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10           |       | Transfer and Assumption Agreement, dated as of  November 22, 1994 by and among Signet Bank/ Virginia, Capital One Bank, 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).                                       |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11           |       | 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).                                                                                                                                                                           |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.12           |       | 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).                                                                                                                                                     |

----

 
|         |   |                                                                                                                                                                                                                                                  |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.1  |   | Class A(2002-1) Terms Document, dated as of October  9, 2002 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 12, 2002, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.2  |   | Class C(2002-1) Terms Document, dated as of October  9, 2002 (included in Exhibit 4.10 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 12, 2002, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.3  |   | Class C(2003-1) Terms Document, dated as of May 28,  2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 11, 2003, which is incorporated  herein by reference).            |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.4  |   | Class A(2003-3) Terms Document, dated as of August  13, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on August 15, 2003, which is  incorporated herein by reference).       |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.5  |   | Class B(2003-3) Terms Document, dated as of  September 3, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 11, 2003,  which is incorporated herein by reference).  |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.6  |   | Class B(2003-4) Terms Document, dated as of  September 16, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 23, 2003,  which is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.7  |   | Class A(2003-4) Terms Document, dated as of  September 26, 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).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.8  |   | 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).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.9  |   | Class A(2003-5) Terms Document, dated as of October  10, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 17, 2003, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.10 |   | Class C(2003-4) Terms Document, dated as of October  29, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 10, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.11 |   | Class B(2003-5) Terms Document, dated as of November  5, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on November 14, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.12 |   | Class A(2003-7) Terms Document, dated as of November  21, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.13 |   | Class B(2003-6) Terms Document, dated as of November  20, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                  |
| 4.13.14 |   | Class C(2003-5) Terms Document, dated as of December  23, 2003 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on January 6, 2004, which is  incorporated herein by reference).     |

----

 
|         |   |                                                                                                                                                                                                                                                 |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.15 |   | Class B(2004-1) Terms Document, dated as of January  30, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on February 10, 2004, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.16 |   | 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).      |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.17 |   | 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).         |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.18 |   | Class A(2004-2) Terms Document, dated as of April 8,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on April 13, 2004, which is incorporated  herein by reference).         |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.19 |   | 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).        |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.20 |   | Class A(2004-3) Terms Document, dated as of May 6,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 12, 2004, which is incorporated  herein by reference).             |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.21 |   | 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).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.22 |   | 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).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.23 |   | Class A(2004-6) Terms Document, dated as of July 14,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 20, 2004, which is incorporated  herein by reference).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.24 |   | Class B(2004-4) Terms Document, dated as of July 16,  2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 22, 2004, which is incorporated  herein by reference).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.25 |   | Class B(2004-5) Terms Document, dated as of July 16,  2004 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 22, 2004, which is incorporated  herein by reference).          |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.26 |   | Class C(2004-4) Terms Document, dated as of  September 2, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on September 7, 2004, which  is incorporated herein by reference).  |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.27 |   | 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). |
|    |   |                                                                                                                                                                                                                                                 |
| 4.13.28 |   | Class B(2004-6) Terms Document, dated as of October  8, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 14, 2004, which is  incorporated herein by reference).     |

----

 
|         |   |                                                                                                                                                                                                                                                                                                                                                       |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.29 |   | 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).                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.30 |   | 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). |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.31 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.32 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.33 |   | Class C(2005-1) Terms Document, dated as of April  21, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on April 29, 2005, which is  incorporated herein by reference).                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.34 |   | Class A(2005-2) Terms Document, dated as of May 6,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 10, 2005, which is incorporated  herein by reference).                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.35 |   | Class B(2005-2) Terms Document, dated as of May 20,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 24, 2005, which is incorporated  herein by reference).                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.36 |   | Class A(2005-3) Terms Document, dated as of June 10,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 14, 2005, which is incorporated  herein by reference).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.37 |   | Class A(2005-4) Terms Document, dated as of June 13,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 15, 2005, which is incorporated  herein by reference).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.38 |   | Class A(2005-5) Terms Document, dated as of July 8,  2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on July 14, 2005, which is incorporated  herein by reference).                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.39 |   | 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).                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.40 |   | 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).                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.41 |   | 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).                                                                                                            |

----

 
|               |   |                                                                                                                                                                                                                                                                                   |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.13.42       |   | Class A(2005-8) Terms Document, dated as of August  26, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on August 29, 2005, which is  incorporated herein by reference).                                        |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.43       |   | 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).                                      |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.44       |   | 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).                                   |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.45       |   | Class A(2005-11) Terms Document, dated as of  November 23, 2005 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on November 29, 2005, which  is incorporated herein by reference).                                   |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.46       |   | 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).                                      |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.47       |   | 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).                                     |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.48       |   | 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). |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.49       |   | 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).                                            |
|          |   |                                                                                                                                                                                                                                                                                   |
| 4.13.50       |   | 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).                                           |
|          |   |                                                                                                                                                                                                                                                                                   |
|  4.13.51 |   | 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).                                           |
|          |   |                                                                                                                                                                                                                                                                                   |
|  4.13.52 |   | 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).                                           |
|          |   |                                                                                                                                                                                                                                                                                   |
|  4.13.53 |   | 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).                                          |
|          |   |                                                                                                                                                                                                                                                                                   |
|  4.13.54 |   | 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).                                              |
|          |   |                                                                                                                                                                                                                                                                                   |
|  4.13.55 |   | 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).                                              |
|          |   |                                                                                                                                                                                                                                                                                   |

----

 
|  4.13.56 |   | Class B(2006-2) Terms Document, dated as of June 6,  2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on June 8, 2006, which is incorporated  herein by reference).                                                                                                                                                                                                                                                                                                  |
|---------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.57       |   | 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).                                                                                                                                                                                                                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.58       |   | Class A(2006-9) Terms Document, dated as of July 31,  2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 8, 2006, which is incorporated  herein by reference).                                                                                                                                                                                                                                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.59       |   | 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).                                                                                                                                                                                                                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.60       |   | 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).                                                                                                                                                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.61       |   | 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).                                                                                                                                                                                                                                                                                       |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.62       |   | 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).                                                                                                                                                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.63       |   | 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).                                                                                                                                                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.64       |   | Class A(2006-13) Terms Document, dated as of October  20, 2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with  the Securities and Exchange Commission on October 25, 2006, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                         |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13.65       |   | Class A(2006-14) Terms Document, dated as of  November 7, 2006 (included in Exhibit 4.1 to the registrant’s Form 8-K, as  filed with the Securities and Exchange Commission on November 17, 2006, which  is incorporated herein by reference).                                                                                                                                                                                                                                                                                        |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1          |   | Services Agreement, dated as of November 8, 2004,  between Capital One Services, Inc. and 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 dated as of January  1, 2006 between Capital One Bank and Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3          |   | Services Agreement, dated as of March 16, 2006,  between Capital One Bank and 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)/15(d)-14(d) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 33.1          |   | Report on Assessment of Compliance with Servicing  Criteria for Capital One Bank, for itself and on behalf of its affiliate,  Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                   |

----

 
|            |   |                                                                                                                                                                                  |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2       |   | Report on Assessment of Compliance with Servicing  Criteria for First Data Resources, Inc. and REMITCO, LLC.                                                                          |
|       |   |                                                                                                                                                                                  |
| 33.3       |   | Report on Assessment of Compliance with Servicing  Criteria for The Bank of New York.                                                                                                 |
|       |   |                                                                                                                                                                                  |
|  34.1 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to Capital One Bank and Capital One Services, Inc. |
|       |   |                                                                                                                                                                                  |
|  34.2 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to First Data Resources, Inc. and REMITCO, LLC.    |
|       |   |                                                                                                                                                                                  |
|  34.3 |   | Attestation Report of Independent Registered Public  Accounting Firm on Assessment of Compliance with Servicing Criteria relating  to The Bank of New York.                           |
|       |   |                                                                                                                                                                                  |
|  35.1 |   | Servicer Compliance Statement of Capital One Bank.                                                                                                                                    |
|       |   |                                                                                                                                                                                  |
|  35.2 |   | Servicer Compliance Statement of Capital One  Services, Inc.                                                                                                                          |
|       |   |                                                                                                                                                                                  |
|  35.3 |   | Servicer Compliance Statement of Capital One, N.A.                                                                                                                                    |
|       |   |                                                                                                                                                                                  |

 

----