**Exhibit 33.3**

 

**Management’s Assertion**

 

**Report on Compliance with Applicable Servicing Criteria Pursuant toItem 1122 of Regulation AB under the Securities Exchange Act of 1934**

 

FDIComputer Consulting, Inc., dba FDI Collateral Management (the “Company”),as a party participating in the servicing functions for the followingtransactions:

 

Capital One Auto Finance Trust 2006-A

Capital One Auto Finance Trust 2006-B

Capital One Auto Finance Trust 2006-C

Capital One Prime Auto Receivables Trust 2006-1

Capital One Prime Auto Receivables Trust 2006-2

 

Capital One Auto Finance Trust 2007-A

Capital One Auto Finance Trust 2007-B

Capital One Auto Finance Trust 2007-C

Capital One Prime Auto Receivables Trust 2007-1

Capital One Prime Auto Receivables Trust 2007-2

 

herebyprovides the following report on its assessment of compliance with theservicing criteria set forth in Item 1122 of Regulation AB applicable to it andas described on Exhibit A hereto (the “Applicable ServicingCriteria”):

 

1.               the Company is responsible for assessing itscompliance with the Applicable Servicing Criteria;

 

2.               the Company used the criteria set forth inparagraph (d) of Item 1122 of Regulation AB to assess its compliance withthe Applicable Servicing Criteria;

 

3.               the Company’s assessment of its compliancewith the Applicable Servicing Criteria is as of and for the period beginning January 1,2007 and ending December 31, 2007, the end of the fiscal year covered bythe Form 10-K report and the Company’s participation in the servicingfunction complied in all material respects with the Applicable ServicingCriteria during these periods; and

 

4.               McGladrey and Pullen, LLP, a registeredpublic accounting firm, has issued an attestation report on the Company’sassessment of compliance with the Applicable Servicing Criteria as of and forthe period beginning January 1, 2007 and ending December 31, 2007,the end of the fiscal year covered by the Form 10-K report.

 
|                          | FDI  COMPUTER CONSULTING, INC.                |
|-------------------------------|-----------------------------------------------|
|                          |                                          |
|                          |                                          |
|                          | /s/  Chris Hodge                              |
|                          | Name:  Chris Hodge                            |
|                          | Title:  President and Chief Operating Officer |
| Dated:  February 9, 2008 |

 

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**Exhibit A**

 

**Regulation AB****§ 229.1122(d) (Item 1122(d)) Servicing Criteria.**

 
| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                                                                                | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information**                                                                                    |
|------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|----------------------------------------------------------------------------------------------------------------|
| 1122(d)(1)                   | * *   | *General servicing considerations*.                                                                                                                                                                                                                                   |       |                               |       |                                                                                                           |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(1)(i)                |       | Policies  and procedures are instituted to monitor any performance or other triggers  and events of default in accordance with the transaction agreements.                                                                                                            |       | Applicable.                        |       | “Transaction  agreements” refers to the Customer Agreement between FDI and Capital One, as  amended. |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(1)(ii)               |       | If  any material servicing activities are outsourced to third parties, policies  and procedures are instituted to monitor the third party’s performance and  compliance with such servicing activities.                                                          |       | Not  applicable.                   |       |                                                                                                           |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(1)(iii)              |       | Any  requirements in the transaction agreements to maintain a back-up servicer for  the pool assets are maintained.                                                                                                                                                   |       | Not  applicable                    |       |                                                                                                           |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(1)(iv)               |       | A  fidelity bond and errors and omissions policy is in effect on the party  participating in the servicing function throughout the reporting period in  the amount of coverage required by and otherwise in accordance with the terms  of the transaction agreements. |       | Not  applicable.                   |       |                                                                                                           |
| * *                     | * *   | * *                                                                                                                                                                                                                                                              |       |                               |       |                                                                                                           |
| * *                     | * *   | *Cash collection and administration*.                                                                                                                                                                                                                                 |       |                               |       |                                                                                                           |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(2)(i)                |       | Payments  on pool assets are deposited into the appropriate custodial bank accounts and  related bank clearing accounts no more than two business days of receipt, or  such other number of days specified in the transaction agreements.                             |       | Not  applicable.                   |       |                                                                                                           |
|                         |       |                                                                                                                                                                                                                                                                  |       |                               |       |                                                                                                           |
| 1122(d)(2)(ii)               |       | Disbursements  made via wire transfer on behalf of an obligor or to an investor are made  only                                                                                                                                                                        |       | Not  applicable.                   |       |                                                                                                           |

 

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| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information** |
|------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|
| ** **                   | ** ** | by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                         | ** ** | ** **                  |
| ** **                   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                         | ** ** | ** **                  |
| 1122(d)(2)(iii)              |       | Advances  of funds or guarantees regarding collections, cash flows or distributions,  and any interest or other fees charged for such advances, are made, reviewed  and approved as specified in the transaction agreements.                                                                                                                                                               |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(iv)               |       | The  related accounts for the transaction, such as cash reserve accounts or  accounts established as a form of overcollateralization, are separately  maintained (*e.g.*, with respect  to commingling of cash) as set forth in the transaction agreements.                                                                                                                                |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(v)                |       | Each  custodial account is maintained at a federally insured depository institution  as set forth in the transaction agreements. For purposes of this criterion,  “federally insured depository institution” with respect to a foreign  financial institution means a foreign financial institution that meets the  requirements of § 240.13k-1(b)(1) of this chapter. |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(vi)               |       | Unissued  checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                     |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(vii)              |       | Reconciliations  are prepared on a monthly basis for all asset-backed securities related bank  accounts, including custodial accounts and related bank clearing accounts.  These reconciliations:                                                                                                                                                                                          |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(vii)(A)           |       | Are  mathematically accurate;                                                                                                                                                                                                                                                                                                                                                              |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(vii)(B)           |       | Are  prepared within 30 calendar days after the bank statement cutoff date, or  such other number of days specified in the transaction agreements;                                                                                                                                                                                                                                         |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                       |       |                               |       |                        |
| 1122(d)(2)(vii)(C)           |       | Are  reviewed and approved by                                                                                                                                                                                                                                                                                                                                                              |       | Not  applicable.                   |       |                        |

 

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| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                              | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information** |
|------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|
| ** **                   | ** ** | someone other than the  person who prepared the reconciliation; and                                                                                                                                                 | ** ** | ** **                         | ** ** | ** **                  |
| ** **                   | ** ** | ** **                                                                                                                                                                                                          | ** ** | ** **                         | ** ** | ** **                  |
| 1122(d)(2)(vii)(D)           |       | Contain  explanations for reconciling items. These reconciling items are resolved  within 90 calendar days of their original identification, or such other  number of days specified in the transaction agreements. |       | Not  applicable.                   |       |                        |
| * *                     | * *   | * *                                                                                                                                                                                                            |       |                               |       |                        |
| * *                     | * *   | *Investor remittances and reporting*.                                                                                                                                                                               |       |                               |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(i)                |       | Reports  to investors, including those to be filed with the Commission, are maintained  in accordance with the transaction agreements and applicable Commission  requirements. Specifically, such reports:          |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(i)(A)             |       | Are  prepared in accordance with timeframes and other terms set forth in the  transaction agreements;                                                                                                               |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(i)(B)             |       | Provide  information calculated in accordance with the terms specified in the  transaction agreements;                                                                                                              |       | Not  applicable                    |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(i)(C)             |       | Are  filed with the Commission as required by its rules and regulations; and                                                                                                                                   |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(i)(D)             |       | Agree  with investors’ or the trustee’s records as to the total unpaid principal  balance and number of pool assets serviced by the servicer.                                                             |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(ii)               |       | Amounts  due to investors are allocated and remitted in accordance with timeframes,  distribution priority and other terms set forth in the transaction  agreements.                                                |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                |       |                               |       |                        |
| 1122(d)(3)(iii)              |       | Disbursements  made to an investor are posted within two business days to the servicer’s  investor records, or such other number of days specified in the transaction  agreements.                             |       | Not  applicable.                   |       |                        |

 

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| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information** |
|------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|
| 1122(d)(3)(iv)               |       | Amounts  remitted to investors per the investor reports agree with cancelled checks,  or other form of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                        |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| * *                     | * *   | *Pool asset administration*.                                                                                                                                                                                                                                                                                                                                                                                                         |       |                               |       |                        |
| * *                     | * *   | * *                                                                                                                                                                                                                                                                                                                                                                                                                             |       |                               |       |                        |
| 1122(d)(4)(i)                |       | Collateral  or security on pool assets is maintained as required by the transaction  agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                     |       | Applicable.                        |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(ii)               |       | Pool  assets and related documents are safeguarded as required by the transaction  agreements.                                                                                                                                                                                                                                                                                                                                       |       | Applicable.                        |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(iii)              |       | Any  additions, removals or substitutions to the asset pool are made, reviewed and  approved in accordance with any conditions or requirements in the transaction  agreements.                                                                                                                                                                                                                                                       |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(iv)               |       | Payments  on pool assets, including any payoffs, made in accordance with the related  pool asset documents are posted to the applicable servicer’s obligor records  maintained no more than two business days after receipt, or such other number  of days specified in the transaction agreements, and allocated to principal,  interest or other items (*e.g.*,  escrow) in accordance with the related pool asset documents. |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(v)                |       | The  servicer’s records regarding the pool assets agree with the servicer’s  records with respect to an obligor’s unpaid principal balance.                                                                                                                                                                                                                                                                           |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(vi)               |       | Changes  with respect to the terms or status of an obligor’s pool asset (*e.g.*, loan modifications or re-agings)  are made, reviewed and approved by authorized personnel in accordance with  the transaction agreements and related pool                                                                                                                                                                                      |       | Not  applicable.                   |       |                        |

 

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| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information** |
|------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|
| ** **                   | ** ** | asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | ** **                         | ** ** | ** **                  |
| ** **                   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                         | ** ** | ** **                  |
| 1122(d)(4)(vii)              |       | Loss  mitigation or recovery actions (*e.g.*,  forbearance plans, modifications and deeds in lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted and  concluded in accordance with the timeframes or other requirements established  by the transaction agreements.                                                                                                                                                                                                               |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                               |       |                        |
| 1122(d)(4)(viii)             |       | Records  documenting collection efforts are maintained during the period a pool asset  is delinquent in accordance with the transaction agreements. Such records are  maintained on at least a monthly basis, or such other period specified in the  transaction agreements, and describe the entity’s activities in monitoring  delinquent pool assets including, for example, phone calls, letters and  payment rescheduling plans in cases where delinquency is deemed temporary (*e.g.*, illness or unemployment). |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                               |       |                        |
| 1122(d)(4)(ix)               |       | Adjustments  to interest rates or rates of return for pool assets with variable rates are  computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                              |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                               |       |                        |
| 1122(d)(4)(x)                |       | Regarding  any funds held in trust for an obligor (such as escrow accounts):                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                               |       |                        |
| 1122(d)(4)(x)(A)             |       | Such  funds are analyzed, in accordance with the obligor’s pool asset documents, on  at least an annual basis, or such other period specified in the transaction  agreements;                                                                                                                                                                                                                                                                                                                                          |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                               |       |                        |
| 1122(d)(4)(x)(B)             |       | Interest  on such funds is paid, or credited, to obligors in accordance with applicable  pool asset documents and state laws; and                                                                                                                                                                                                                                                                                                                                                                                           |       | Not  applicable.                   |       |                        |

 

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| **Regulation AB  Reference** | ** ** | **Servicing criteria**                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Applicable Servicing  Criteria** | ** ** | **Additional  Information** |
|------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------------------------|
| 1122(d)(4)(x)(C)             |       | Such  funds are returned to the obligor within 30 calendar days of full repayment  of the related pool asset, or such other number of days specified in the  transaction agreements.                                                                                                                                                                                                                 |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(xi)               |       | Payments  made on behalf of an obligor (such as tax or insurance payments) are made on  or before the related penalty or expiration dates, as indicated on the  appropriate bills or notices for such payments, provided that such support  has been received by the servicer at least 30 calendar days prior to these  dates, or such other number of days specified in the transaction agreements. |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(xii)              |       | Any  late payment penalties in connection with any payment to be made on behalf of  an obligor are paid from the servicer’s funds and not charged to the obligor,  unless the late payment was due to the obligor’s error or omission.                                                                                                                                                     |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(xiii)             |       | Disbursements  made on behalf of an obligor are posted within two business days to the  obligor’s records maintained by the servicer, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                    |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(xiv)              |       | Delinquencies,  charge-offs and uncollectable accounts are recognized and recorded in  accordance with the transaction agreements.                                                                                                                                                                                                                                                                   |       | Not  applicable.                   |       |                        |
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               |       |                        |
| 1122(d)(4)(xv)               |       | Any  external enhancement or other support, identified in Item  1114(a)(1) through (3) or Item 1115 of this Regulation AB, is  maintained as set forth in the transaction agreements.                                                                                                                                                                                                      |       | Not  applicable.                   |       |                        |

 

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