United States securities and exchange commission logo
February 23, 2022
Thomas A. Feil
President
Capital One Funding, LLC
1600 Capital One Drive
Room 27907A
McLean, Virginia 22102
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. Feil:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form SF-3
General
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
Thomas A. Feil
Capital One Funding, LLC
February 23, 2022
Page 2
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).
Form of Prospectus
Risk Factors, page 32
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).
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-1
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.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Arthur Sandel at 202-551-3262 or Rolaine Bancroft at
202-551-
3313 with any questions.
FirstName LastNameThomas A. Feil Sincerely,
Comapany NameCapital One Funding, LLC
Division of
Corporation Finance
February 23, 2022 Page 2 Office of
Structured Finance
FirstName LastName