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 | | Michael H. Mitchell Partner | | 1717 Rhode Island Ave, N.W
Washington, D.C. 20036. |
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| | | | T 202.478.6446
F 202.478.6447
mitchell_DC@chapman.com |
December 29, 2015
Mr. Arthur C. Sandel, Esq.
Special Counsel
Office of Structured Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| | Re: | Capital One Funding, LLC |
Capital One Master Trust
Capital One Multi-asset Execution Trust
Registration Statement on Form SF-3
File Nos. 333-206860, 333-206860-01 and 333-206860-02
Dear Mr. Sandel:
In connection with your review of the above-referenced Registration Statement on Form SF-3 (the “Registration Statement”), we are pleased to file Pre-Effective Amendment No. 2 to the Registration Statement on behalf of Capital One Funding, LLC (the “Registrant”), as transferor to Capital One Multi-asset Execution Trust and Capital One Master Trust. We have reviewed the additional comment issued orally by the staff (the “Staff”) of the Securities and Exchange Commission on November 30, 2015 relating to Pre-Effective Amendment No. 1 to the Registration Statement, which was filed on November 13, 2015. The Registrant’s response to the Staff’s comment is 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 the Staff’s comment is included below in bold-face font, followed by the Registrant’s response.
Chicago New York Salt Lake City San Francisco Washington, DC
Mr. Arthur C. Sandel, Esq.
December 29, 2015
Page 2 of 3
Dispute Resolution, page 135
Comment 1. We note your disclosure on page 137 that final determination of the arbitrator is “final and non-appealable” and “by selecting arbitration, the requesting party is giving up the right to sue in court, including the right to a trial by jury.” This part of your dispute resolution provision appears inconsistent with the shelf eligibility requirement. Please refer to General Instruction I.B.1(c) of Form SF-3 and Section V.B.3(a)(3) of the 2014 Regulation AB II Adopting Release (the Commission declining to adopt commenters’ suggestions on binding arbitration “[b]ecause we believe that investors should have access to all options available to resolve a dispute”). Please revise the registration statement or advise.
Response 1. We have revised the form of prospectus to indicate that nonbinding arbitration is itself a form of mediation and is, therefore, a resolution method available to the party submitting a repurchase request.
* * * * *
Mr. Arthur C. Sandel, Esq.
December 29, 2015
Page 3 of 3
The Registrant hopes the Staff will find the above response and Pre-Effective Amendment No. 2 to the Registration Statement filed through the EDGAR system responsive to its comment. If you have any questions concerning this response, please do not hesitate to contact any of the following individuals.
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Christy Freer Capital One Financial Corporation 1680 Capital One Drive McLean, VA 22102 703-760-2405 christy.freer@capitalone.com | | Eric Bauder Capital One Financial Corporation 1680 Capital One Drive McLean, VA 22102 703-720-3148 eric.bauder@capitalone.com | | Michael Mitchell Chapman and Cutler LLP 1717 Rhode Island Ave, NW Washington, DC 20036 202-478-6446 mitchell_DC@chapman.com |
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| Sincerely, |
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| /s/ Michael H. Mitchell |
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| Michael H. Mitchell |
Securities and Exchange Commission
Capital One Financial Corporation
Capital One Financial Corporation
Chapman and Cutler LLP
