UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 27, 2017
Commission File Number of Depositor: 333-75276-01
Central Index Key Number of Depositor: 0001162387
CAPITAL ONE FUNDING, LLC
(Exact name of Depositor as specified in its charter)
ON BEHALF OF
Commission File Number of Issuing Entity: 000-25762
Central Index Key Number of Issuing Entity: 0000922869
CAPITAL ONE MASTER TRUST
(Issuing Entity in respect of the COMT Collateral Certificate)
(Exact name of Issuing Entity as specified in its charter)
AND
Commission File Number of Issuing Entity: 333-75276
Central Index Key Number of Issuing Entity: 0001163321
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
(Issuing Entity in respect of the Notes)
(Exact name of Issuing Entity as specified in its charter)
Virginia | 54-2058720 | |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification Number) | |
140 East Shore Drive Room 1071-B Glen Allen, Virginia |
23059 | |
(Address of Principal Executive Office) | (Zip Code) |
Registrants telephone number, including area code (804) 290-6959
N/A
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-22 under the Exchange Act (17 CFR 240.14a-22) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events.
Item 8.01. | Other Events. |
On January 27, 2017, the First Amendment to Amended and Restated Pooling and Servicing Agreement was entered into by Capital One Funding, LLC, as Transferor, Capital One Bank (USA), National Association, as Servicer, and The Bank of New York Mellon, as Trustee.
Section 9 Financial Statements and Exhibits.
Item 9.01(d). | Exhibits. |
Exhibit 4.1 | First Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of January 27, 2017, among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAPITAL ONE FUNDING, LLC Acting solely in its capacity as depositor of Capital One Master Trust and Capital One Multi-asset Execution Trust | ||
By: | /s/ Eric D. Bauder | |
Name: Eric D. Bauder | ||
Title: Assistant Vice President |
January 27, 2017
EXHIBIT INDEX
Exhibit |
Description | |
Exhibit 4.1 | First Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of January 27, 2017, among Capital One Funding, LLC, as transferor, and Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee. |
Exhibit 4.1
CAPITAL ONE MASTER TRUST
FIRST AMENDMENT TO AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of January 27, 2017 (the Amendment) to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016 (the Agreement), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the Bank), as Servicer (the Servicer), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (Funding), as Transferor (the Transferor), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as the Trustee (the Trustee).
WHEREAS, pursuant to Section 13.01 of the Agreement, the Bank and Funding desire to amend the Agreement to include provisions related to measuring the Transferors Interest (as defined in the Agreement) for the purposes of Regulation RR (as defined below);
NOW, THEREFORE, in consideration of the premises and agreements contained herein and notwithstanding anything to the contrary set forth in the Agreement, the undersigned parties hereby agree as follows:
ARTICLE I
AMENDMENTS
Section 1.01. Amendments to the Agreement. The Agreement is hereby amended as follows:
(a) Amendment to Section 1.01 of the Pooling and Servicing Agreement. Section 1.01 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:
Regulation RR shall mean Part 244 Credit Risk Retention (Regulation RR), 12 C.F.R. §§244.1-244.22, as the same may be amended from time to time.
Sellers Interest Measurement Date shall have the meaning specified in Section 13.19.
(b) Amendment to Article XIII of the Pooling and Servicing Agreement. Article XIII of the Pooling and Servicing Agreement is hereby amended by adding the following Section 13.19 in the appropriate numeric order:
Section 13.19 Measuring the Transferors Interest for the Purposes of Regulation RR. In order to facilitate Capital Ones obligation to comply with Regulation RR, the Transferor shall, on each Sellers Interest Measurement Date and on the issuance date of (i) any Investor Certificates hereunder or (ii) any Notes (as defined in the Series 2002-CC Supplement hereto) under the Indenture (as defined in the Series 2002-CC Supplement hereto), measure the Transferors Interest in a manner consistent with the requirements of Regulation RR. If on any Sellers Interest Measurement Date the amount of the Transferor Interest, when measured in a manner consistent with the requirements of Regulation RR, does not satisfy the requirements of Regulation RR, Capital One shall nevertheless be deemed to be in compliance with Regulation RR (as permitted by Regulation RR) so long as the Transferor causes the amount of the Transferors Interest, when measured in a manner consistent with the requirements of Regulation RR, to satisfy the requirements of Regulation RR on the immediately subsequent Sellers Interest Measurement Date and Capital One is otherwise in compliance with Regulation RR as of such date.
For the purposes of this Section 13.19, (i) Sellers Interest Measurement Date shall mean, for so long as any Investor Certificates remain outstanding hereunder or any Notes (as defined in the Series 2002-CC Supplement hereto) remain outstanding under the Indenture (as defined in the Series 2002-CC Supplement hereto), and in each case are held by any Person other than a wholly-owned Affiliate of Capital One (for so long as Capital One acts as sponsor), the close of business on the last Business Day of any Monthly Period, and (ii) the Transferors Interest shall constitute a sellers interest for the purposes of Regulation RR.
The terms of this Section 13.19 become effective only on and after the issuance date of (i) any Investor Certificate hereunder or (ii) any Notes (as defined in the Series 2002-CC Supplement hereto) under the Indenture (as defined in any Supplement hereto) occurring on or after the date hereof.
ARTICLE II
CONDITIONS PRECEDENT
Section 2.01. Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:
(a) delivery of an Opinion of Counsel, from Funding to the Trustee and any Series Enhancer, to the effect specified in Exhibit H-1 of the Agreement pursuant to Subsection 13.02(d) of the Agreement;
-2-
(b) delivery of written confirmation to the Transferor from each Rating Agency that this Amendment will not have a Ratings Effect, and delivery of copies of such confirmation to the Servicer and the Trustee pursuant to 13.01(a) of the Agreement;
(c) delivery of an Officers Certificate from Funding to the Trustee stating that Funding reasonably believes that this Amendment will not, based on the facts known to such officer at the time of such certification, materially adversely affect the interests of Holders of any Investor Certificates; and
(d) delivery of counterparts of this Amendment, duly executed by the parties hereto.
ARTICLE III
MISCELLANEOUS
Section 3.01. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of such agreement were set forth herein.
Section 3.02. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.
Section 3.03. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 3.04. Trustee Not Responsible. The Trustee shall have no responsibility to monitor compliance with Regulation RR, nor shall it be liable to any Noteholder or any party whatsoever for any violation thereof. Further, the Trustee shall have no responsibility for the validity or sufficiency of this Amendment or for the recitals herein.
Section 3.05. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement. All Section or Subsection references herein shall mean Sections or Subsections of the Agreement, except as otherwise provided herein.
-3-
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION | ||
By: | /s/ Daniel H. Rosen | |
Name: Daniel H. Rosen | ||
Title: Managing Vice President, Treasury | ||
CAPITAL ONE FUNDING, LLC | ||
By: | /s/ Eric D. Bauder | |
Name: Eric D. Bauder | ||
Title: Assistant Vice President | ||
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as the Trustee | ||
By: | /s/ Leslie Morales | |
Name: Leslie Morales | ||
Title: Vice President |
[Signature Page to First Amendment to Pooling and Servicing Agreement]