CORRESP

0001193125-22-060497.txt : 20220406 0001193125-22-060497.hdr.sgml : 20220406 20220301114354 ACCESSION NUMBER: 0001193125-22-060497 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FUNDING, LLC CENTRAL INDEX KEY: 0001162387 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 140 EAST SHORE DRIVE STREET 2: ROOM 1071-B CITY: GLEN ALLEN STATE: VA ZIP: 23059 BUSINESS PHONE: 8042906959 MAIL ADDRESS: STREET 1: 140 EAST SHORE DRIVE STREET 2: ROOM 1071-B CITY: GLEN ALLEN STATE: VA ZIP: 23059 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE FUNDING LLC DATE OF NAME CHANGE: 20011116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE MULTI ASSET EXECUTION TRUST CENTRAL INDEX KEY: 0001163321 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: BANKERS TRUST DELAWARE STREET 2: E A DELLE DONNE CORP CTR 1011 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805-1266 BUSINESS PHONE: 3026363382 MAIL ADDRESS: STREET 1: BANKERS TRUST DELAWARE STREET 2: E A DELLE DONNE CORP CTR 1011 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805-1266 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE MULTIPLE ISSUANCE TRUST DATE OF NAME CHANGE: 20011207 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE UNIVERSAL NOTE TRUST DATE OF NAME CHANGE: 20011206 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: CORRESP 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 CORRESP 1 filename1.htm CORRESP

March 1, 2022

Mr. Arthur C. Sandel, Esq.

Special Counsel

Office of Structured Finance

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Capital One Funding, LLC

Capital One Multi-asset Execution Trust

Capital One Master Trust

Registration Statement on Form SF-3

Filed January 28, 2022

File Nos. 333-262382, 333-262382-01 and 333-262382-02

Dear Mr. Sandel:

In connection with the review of the above-referenced Registration Statement on Form SF-3 (the “Registration Statement”), we are pleased to transmit herewith through the EDGAR system for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) on behalf of Capital One Funding, LLC (“Funding” or the “Registrant”), as depositor to Capital One Multi-asset Execution Trust. We have reviewed your letter dated February 23, 2022 (the “Comment Letter”) providing comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Registration Statement initially filed on January 28, 2022. The Registrant’s responses to the Staff’s comments are set forth below. Capitalized terms used in this letter without definition have the meanings given to those terms in the form of prospectus contained in the Registration Statement. References to “we,” “us,” “our” and other similar pronouns in this letter refer to the Registrant, or to the Registrant and its affiliated transaction participants, as applicable.

For your convenience, a copy of each Staff comment is included below in bold-face font, followed by the Registrant’s response.

Mr. Arthur C. Sandel, Esq.

March 1, 2022

Page 2 of 3

Registration Statement on Form SF-3

General


Comment 1.		We note your use of LIBOR-based disclosure throughout the form of prospectus “for illustrative purposes.” It is not clear to us why such LIBOR-based disclosure is appropriate given your statement on the cover page of the form of prospectus that “any floating rate notes offered under this registration statement will be based on a benchmark index other than LIBOR.” In light of the continuing transition away from LIBOR, please revise your disclosure throughout the prospectus either to identify the benchmark index you plan to use for floating rate notes, if known, or to provide appropriate placeholders for a generic benchmark other than LIBOR. Please also include any appropriate risk factors regarding the use of a new benchmark and any other relevant risk factors related to LIBOR transition efforts. See, generally, Staff Statement on LIBOR Transition—Key Considerations for Market Participants (Dec. 7, 2021).

Response 1.		In response to your comment, we have revised the form of prospectus to remove LIBOR-based disclosure and, in its place, to provide placeholders for a generic benchmark other than LIBOR.

Form of Prospectus

Risk Factors, page 32


Comment 2.		To the extent that you believe investors in these asset-backed securities may be impacted by climate-related events, including, but not limited to, existing or pending legislation or regulation that relates to climate change, please consider revising your disclosure to describe these risks. See the Commission’s Guidance Regarding Disclosure Related to Climate Change, Interpretive Release No. 33-9106 (Feb. 8, 2010).

Response 2.		In response to your comment, we have revised the risk factor disclosure in the form of prospectus to include a risk factor that addresses the risks to investors associated with climate-related events.

Mr. Arthur C. Sandel, Esq.

March 1, 2022

Page 3 of 3

Part II - Information Not Required in Prospectus

Item 14. Exhibits, page II-1


Comment 3.		Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Instruction 1 to Item 601 of Regulation S-K.

Response 3.		We have filed our remaining exhibits with Amendment No. 1.

* * * * *

The Registrant hopes the Staff will find the above responses and Amendment No. 1 filed through the EDGAR system responsive to its comments. If you have any questions concerning these responses, please do not hesitate to contact me, by phone at 202.339.8456 or by email at mmitchell@orrick.com, or Mitchell Naumoff, by phone at 202.339.8412 or by email at mnaumoff@orrick.com.

Sincerely,

/s/ Michael H. Mitchell

Michael H. Mitchell

Enclosures

cc:	Rolaine Bancroft, Esq.

Securities and Exchange Commission

cc:	Juan Yrausquin, Esq.

Capital One Financial Corporation

cc:	Mitchell Naumoff, Esq.

Orrick, Herrington and Sutcliffe LLP