-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUQcsa+lh0Vg9vGhjw5HW5H2c8eU/qxq62rA/RqEPlRX+EcwKS6mYgnS1wV3D21L 1G80oIQWDqklzWmaNyXpOA== 0001104659-06-020570.txt : 20060330 0001104659-06-020570.hdr.sgml : 20060330 20060330144825 ACCESSION NUMBER: 0001104659-06-020570 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE MASTER TRUST CENTRAL INDEX KEY: 0000922869 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 541719855 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25762 FILM NUMBER: 06722628 BUSINESS ADDRESS: STREET 1: 11013 W BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049671000 MAIL ADDRESS: STREET 1: 11013 WEST BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: SIGNET MASTER TRUST DATE OF NAME CHANGE: 19940509 10-K 1 a06-2237_110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

ý			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

or

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

For the transition period from to

Commission file number 000-25762

Capital One Funding, LLC, as Depositor

on behalf of

CAPITAL ONE MASTER TRUST

(Exact name of registrant as specified in its charter)

New York		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Capital One Funding, LLC 140 East Shore Drive Room 1071-B Glen Allen, Virginia		23059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 290-6959

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

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

Class A 6.310% Asset Backed Certificates, Series 1998-1

Class B 6.356% Asset Backed Certificates, Series 1998-1

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ý No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer o Accelerated filer o Non-accelerated filer ý

Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act). o Yes ý No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Registrant does not have any voting or non-voting common equity.

Documents incorporated by reference: None.

* On August 24, 1995, Sears Receivables Financing Group, Inc., as originator of Sears Credit Account Master Trust II, was issued a no-action letter (“No-Action Letter”) by the Securities and Exchange Commission with respect to certain of the registrant’s reporting requirements pursuant to Section 13 or 15(d) of the Act. This Form 10-K has been prepared in accordance with the terms of the No-Action Letter.

PART I

Item 1.

Business.

This Annual Report on Form 10-K (the “Report”) is filed with respect to Capital One Master Trust (the “Trust”), a trust formed pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993 (the “Pooling and Servicing Agreement”), amended and restated as of August 1, 2002 and January 13, 2006, among Capital One Funding, LLC, as transferor, Capital One Bank, as servicer, and The Bank of New York, as trustee (the “Trustee”). Capitalized terms not defined in this Report have the meaning assigned to them in the Pooling and Servicing Agreement.

Item 1A.

Risk Factors.

Not applicable.

Item 1B.

Unresolved Staff Comments.

Not applicable.

Item 2.

Properties.

Omitted pursuant to the No-Action Letter.

Item 3.

Legal Proceedings.

The registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee (in its capacity as such), the Trust’s assets, Capital One Bank (in its capacity as servicer) or Capital One Funding, LLC, other than routine litigation incidental to the business of the Trust, the Trustee (in its capacity as such), Capital One Bank (in its capacity as servicer) or Capital One Funding, LLC.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

To the best knowledge of the registrant, there is no established public trading market for the Investor Certificates.

Each publicly-offered class of the Trust’s Investor Certificates is delivered and held in

book-entry form through the facilities of The Depository Trust Company (“DTC”), a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Each publicly-offered class of the Trust’s Investor Certificates is represented by one or more certificates registered in the name of Cede & Co. (“Cede”), the nominee of DTC.

Item 6.

Selected Financial Data.

Omitted pursuant to the No-Action Letter.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Omitted pursuant to the No-Action Letter.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.

Financial Statements and Supplementary Data.

Omitted pursuant to the No-Action Letter.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

Not applicable.

Item 9B.

Other Information.

Not applicable.

PART III

Item 10.

Directors and Executive Officers of the Registrant.

Omitted pursuant to the No-Action Letter.

Item 11.

Executive Compensation.

Omitted pursuant to the No-Action Letter.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Each publicly-offered class of Investor Certificates is represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such class of Investor Certificates is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement. Accordingly, Cede is the sole holder of record of such Investor Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. Such direct participants may hold the investor certificates for their own accounts or for the accounts of their customers. The name and address of Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, NY 10041.

Capital One Funding, LLC owns 100% of the Transferor Certificate, which represents beneficial ownership of a residual interest in the assets of the Trust as provided in the Pooling and Servicing Agreement.

Item 13.

Certain Relationships and Related Transactions.

The registrant knows of no transaction or series of transactions during the most recently completed fiscal year, or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Investor Certificateholder identified in Item 12 above or any other beneficial owner of more than five percent of Investor Certificates known to the registrant had or will have a direct or indirect material interest.

Item 14.

Principal Accounting Fees and Services.

Not applicable.

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a) (1) Omitted pursuant to the No-Action Letter.

(2) Omitted pursuant to the No-Action Letter.

(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(b) See (a)(3) above.

SIGNATURES

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

Date: March 29, 2006	Capital One Funding, LLC
	Acting solely in its capacity as
	depositor of Capital One Master Trust


	By:	/s/ Stephen Linehan
	Name:			Stephen Linehan
	Title:		President, Capital One Funding, LLC

EXHIBIT INDEX

Exhibit No.

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.

99.0	Capital One Master Trust Aggregated Data for 2005.

99.1	2005 Annual Certificateholders’ Statements prepared by the Servicer.

	(a)	Series 1998-1
	(b)	Series 1999-3
	(c)	Series 2000-3
	(d)	Series 2001-1
	(e)	Series 2001-3
	(f)	Series 2001-5
	(g)	Series 2001-6
	(h)	Series 2001-8
	(i)	Series 2002-1
	(j)	Series 2002-2
	(k)	Series 2002-4

99.2	Annual Independent Accountants’ Report pursuant to Section 3.06 of the Pooling and Servicing Agreement.

99.3	Report of Management on Compliance.

99.4	Annual Statement of Compliance from the Servicer.

EX-31.1 2 a06-2237_1ex31d1.htm 302 CERTIFICATION

EXHIBIT 31.1

CERTIFICATION

I, Stephen Linehan, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Capital One Master Trust;

2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;

4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

Date: March 29, 2006	By:	/s/ Stephen Linehan
	Name:		Stephen Linehan
	Title:		President, Capital One Funding, LLC

EX-99.0 3 a06-2237_1ex99d0.htm EXHIBIT 99

Exhibit 99.0

Capital One Master Trust Aggregated Data for 2005

Aggregate Data for year ended December 31, 2005


Defaults	$	2,330,842,198.37

Total Collections	$	77,833,341,474.85

Collections of Principal Receivables	$	70,132,349,761.15

Collection of Finance Charge Receivables (includes amortization of annual membership fees)	$	7,801,448,257.24

Annual Servicing Fees	$	243,765,248.64

Aggregate amount paid to Certificateholders of publicly registered series allocable to principal	$	3,300,000,000.00

Class A Investor Charge-Offs	$	0.00

Class B Investor Charge-Offs	$	0.00

Class C Investor Charge-Offs	$	0.00

EX-99.1(A) 4 a06-2237_1ex99d1a.htm EXHIBIT 99

Exhibit 99.1 (a)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT
CAPITAL ONE MASTER TRUST

SERIES 1998-1

Under the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002 (as amended and supplemented, the “Agreement”), among Capital One Bank, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee (the “Trustee”), Capital One Bank, is required to prepare certain information each month regarding current distributions to Certificateholders. The information which is required to be prepared with respect to the distributions made during the preceding calendar year is set forth below. Certain information is presented on the basis of an original principal amount of $1,000 per investor Certificate (a “Certificate”). Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement.

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	63.1000000800

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	63.1000000800

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	63.5599994243

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	63.5599994243

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Class C Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class C Certificateholders per $1,000 Original Principal Amount.	43.7451870570

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class C Certificates, per $1,000 Original Principal Amount.	43.7451870570

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class C Certificates, per $1,000 Original Principal Amount.	0.0000000000

F) Class C Investor Charge Off’s and Reimbursement of Charge Off’s
1)	The amount of Class C Investor Charge Off’s	$	0.00

2)	The amount of Class C Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class C Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1998-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class C Certificates exceeds the Class C Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

G) The Available Cash Collateral Amount as of the close of business on the preceding Distribution Date (after giving effect to any withdrawal from the Collateral Account) was equal to		$	9,456,264.78

H) The Required Cash Collateral Amount as of the close of business on the current Distribution Date, after giving effect to any withdrawal from the Cash Collateral Account and payments to the Collateral Indebtedness Holder on such Distribution Date, will be equal to		$	9,456,264.78

EX-99.1(B) 5 a06-2237_1ex99d1b.htm EXHIBIT 99

Exhibit 99.1 (b)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT
CAPITAL ONE MASTER TRUST

SERIES 1999-3

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	36.6674091750

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	36.6674091750

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	0.0000000000

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	0.0000000000

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1999-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	38.9929648000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	38.9929648000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	0.0000000000

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	0.0000000000

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 1999-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	72.4999992000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	72.4999992000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	0.0000000000

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	0.0000000000

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(C) 6 a06-2237_1ex99d1c.htm EXHIBIT 99

Exhibit 99.1 (c)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2000-3

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	36.0607425015

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	36.0607425015

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s
1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2000-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.2962980541

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.2962980541

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2000-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	78.9999996000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	78.9999996000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s
1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(D) 7 a06-2237_1ex99d1d.htm EXHIBIT 99

Exhibit 99.1 (d)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-1

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	36.1618536205

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	36.1618536205

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.2962981667

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.2962981667

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	45.9696315238

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	45.9696315238

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(E) 8 a06-2237_1ex99d1e.htm EXHIBIT 99

Exhibit 99.1 (e)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-3

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	54.5000000000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	54.5000000000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	38.2851872688

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	38.2851872688

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-3 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	45.7674093763

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	45.7674093763

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(F) 9 a06-2237_1ex99d1f.htm EXHIBIT 99

Exhibit 99.1 (f)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-5

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	52.9999999527

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	52.9999999527

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-5 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	37.9818535484

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	37.9818535484

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-5 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	45.7674092903

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	45.7674092903

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(G) 10 a06-2237_1ex99d1g.htm EXHIBIT 99

Exhibit 99.1 (g)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-6

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	36.0607425041

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	36.0607425041

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-6 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.1951868462

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.1951868462

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-6 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	67.0000003516

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	67.0000003516

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(H) 11 a06-2237_1ex99d1h.htm EXHIBIT 99

Exhibit 99.1 (h)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2001-8

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	46.0000000473

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	46.0000000473

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-8 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.7007424516

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.7007424516

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2001-8 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	46.7785205161

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	46.7785205161

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(I) 12 a06-2237_1ex99d1i.htm EXHIBIT 99

Exhibit 99.1 (i)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2002-1

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	36.1618536246

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	36.1618536246

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	40.2062981000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	40.2062981000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-1 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	48.2951873143

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	48.2951873143

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(J) 13 a06-2237_1ex99d1j.htm EXHIBIT 99

Exhibit 99.1 (j)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2002-2

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	35.4540758313

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	35.4540758313

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-2 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.7007425806

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.7007425806

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-2 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	47.7896311521

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	47.7896311521

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.1(K) 14 a06-2237_1ex99d1k.htm EXHIBIT 99

Exhibit 99.1 (k)

2005 ANNUAL CERTIFICATEHOLDER’S STATEMENT

CAPITAL ONE MASTER TRUST

SERIES 2002-4

A) Information Regarding Distributions to the Class A Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class A Certificateholders per $1,000 Original Principal Amount	49.0000000000

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Certificates, per $1,000 Original Principal Amount	49.0000000000

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Certificates, per $1,000 Original Principal Amount	0.0000000000

B) Class A Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class A Investor Charge Off’s	$	0.00

2)	The amount of Class A Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class A Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-4 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date	0.0000000000

C) Information Regarding Distributions to the Class B Certificateholders (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Class B Certificateholders per $1,000 Original Principal Amount.	39.1951869247

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class B Certificates, per $1,000 Original Principal Amount.	39.1951869247

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class B Certificates, per $1,000 Original Principal Amount.	0.0000000000

D) Class B Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Class B Investor Charge Off’s	$	0.00

2)	The amount of Class B Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Class B Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which will have the effect of increasing, pro rata, the amount of each Series 2002-4 Investor Certificateholder’s Investment)	0.0000000000

5)	The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date	$	0.00

E) Information Regarding Distributions to the Collateral Interest Holder (Stated on the Basis of $1,000 Original Principal Amount)

1)	The total amount of the distribution to Collateral Interest Holder per $1,000 Original Principal Amount.	49.8118535914

2)	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Collateral Interest, per $1,000 Original Principal Amount.	49.8118535914

3)	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Collateral Interest, per $1,000 Original Principal Amount.	0.0000000000

F) Collateral Interest Investor Charge Off’s and Reimbursement of Charge Off’s

1)	The amount of Collateral Interest Investor Charge Off’s	$	0.00

2)	The amount of Collateral Interest Investor Charge Off’s set forth in paragraph 1 above, per $1,000 Original Principal Amount	0.0000000000

3)	The total amount reimbursed to the Trust in respect of Collateral Interest Investor Charge Off’s	$	0.00

4)	The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount	0.0000000000

EX-99.2 15 a06-2237_1ex99d2.htm EXHIBIT 99

Exhibit 99.2

Independent Auditors’ Report on Compliance

Capital One Bank

11013 West Broad Street

Glen Allen, Virginia 23060

And

The Bank of New York, as Trustee

101 Barclay Street, Floor 8 West

Corporate Trust Administration – Asset Backed Securities Unit

New York, NY 10286

We have examined management’s assertion, included in the accompanying Report of Management on Compliance, that Capital One Bank (the “Bank”), a wholly-owned subsidiary of Capital One Financial Corporation, complied in all material respects with the requirements of Sections 3.02, 3.04(a), 3.04(b), 3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.09(a), 3.09(b), 4.02, 4.03(a), 4.03(b), 4.03(c), 4.03(d), 4.04, 4.05 and 8.08 of the Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002, which was filed with the Securities and Exchange Commission on Form S-3/A on September 13, 2002 (the “Agreement”), as modified by the applicable sections in Article IV of the Series Supplements to the Agreement listed below (the “Supplements”), which were filed with the Securities and Exchange Commission on Form 8-K on the dates indicated below, regarding the Capital One Master Trust for the year ended December 31, 2005.

Series		Date Filed with the SEC on Form 8-K
1998-1		July 9, 1998
1999-3		July 29, 1999
2000-3		September 1, 2000
2001-1		March 13, 2001
2001-2		May 9, 2001
2001-3		May 22, 2001
2001-5		August 24, 2001

Series		Date Filed with the SEC on Form 8-K
2001-6		September 17, 2001
2001-8		November 5, 2001
2002-1		January 28, 2002
2002-2		April 18, 2002
2002-4		June 13, 2002
2002-CC		September 13, 2002

Management is responsible for the Bank’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion about the Bank’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the U.S. Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Bank’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank’s compliance with specified requirements.

In our opinion, management’s assertion that the Bank complied with the aforementioned Sections of the Agreement as modified by the applicable sections of the Supplements as of and for the year ended December 31, 2005 is fairly stated, in all material respects.

/s/ ERNST & YOUNG LLP

March 15, 2006

EX-99.3 16 a06-2237_1ex99d3.htm EXHIBIT 99

Exhibit 99.3

Report of Management on Compliance

We, as members of management of Capital One Bank (the “Bank”), a wholly-owned subsidiary of Capital One Financial Corporation, are responsible for complying with the requirements of Sections 3.02, 3.04(a), 3.04(b), 3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.09(a), 3.09(b), 4.02, 4.03(a), 4.03(b), 4.03(c), 4.03(d), 4.04, 4.05 and 8.08 of the Pooling and Servicing Agreement dated as of September 30, 1993, amended and restated as of August 1, 2002, which was filed with the Securities and Exchange Commission on Form S-3/A on September 13, 2002 (the “Agreement”) as modified by the applicable sections in Article IV of the Series Supplements to the Agreements listed below (the “Supplements”), filed with the Securities and Exchange Commission on the dates indicated below:

Series		Date Filed with the SEC on Form 8-K
1998-1		July 9, 1998
1999-3		July 29, 1999
2000-3		September 1, 2000
2001-1		March 13, 2001
2001-2		May 9, 2001
2001-3		May 22, 2001
2001-5		August 24, 2001

Series		Date Filed with the SEC on Form 8-K
2001-6		September 17, 2001
2001-8		November 5, 2001
2002-1		January 28, 2002
2002-2		April 18, 2002
2002-4		June 13, 2002
2002-CC		September 13, 2002

We also are responsible for establishing and maintaining effective internal control over compliance with the requirements referred to above.

An evaluation of the Bank’s compliance with the requirements of Sections 3.02, 3.04(a), 3.04(b), 3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.09(a), 3.09(b), 4.02, 4.03(a), 4.03(b), 4.03(c), 4.03(d), 4.04, 4.05 and 8.08 of the Agreement as modified by the applicable sections in Article IV of the Supplements relating to Series 1998-1, 1999-3, 2000-3, 2001-1, 2001-2, 2001-3, 2001-5, 2001-6, 2001-8, 2002-1, 2002-2, 2002-4, and 2002-CC as of December 31, 2005 and for the year then ended has been performed under our supervision. Based on this evaluation, we assert that as of and for the year ended December 31, 2005, the Bank complied in all material respects with the requirements of these sections of the Agreement as modified, where applicable, by the Supplements referred to above.

CAPITAL ONE BANK		CAPITAL ONE BANK

By:	/s/ Catherine West	By:	/s/ Susan McFarland
Name:	Catherine West	Name:	Susan McFarland
Title:	President	Title:	Chief Financial Officer


March 15, 2006

EX-99.4 17 a06-2237_1ex99d4.htm EXHIBIT 99

Exhibit 99.4

ANNUAL SERVICER’S CERTIFICATE

CAPITAL ONE BANK

CAPITAL ONE MASTER TRUST

The undersigned, a duly authorized representative of Capital One Bank, as Servicer (the “Bank”), pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002 (as amended and supplemented, the “Agreement”), among the Bank, as Servicer, Capital One Funding, LLC, as Transferor, and The Bank of New York, as Trustee, does hereby certify that:

1. The Bank is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement.

2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee.

3. A review of the activities of the Servicer during the calendar year ended December 31, 2005, and of its performance under the Agreement was conducted under my supervision.

4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.

5. The following is a description of each default in the performance of the Servicer’s obligations under the provisions of the Agreement known to me to have been made by the Servicer during the year ended December 31, 2005, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default:

None.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 16th day of March, 2006.

	CAPITAL ONE BANK,
	as Servicer

	By:	/s/ Steve Richter
	Name:	Steve Richter
	Title:	Director of Corporate Accounting and Reporting

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