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, amended and restated as of August 1, 2002, between Capital One Funding, LLC as transferor and The Bank of New York, as trustee (the “Trustee”). Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the letter relief granted by the staff of the SEC to other companies in similar circumstances.
Item 2.
Item 2. Properties
Not applicable.
Item 3.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets, the Servicer or Capital One Funding, LLC.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Certificateholders during the fiscal year covered by this Report.
Part II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
To the best knowledge of the registrant, there is no established public trading market for the Certificates.
(a) For purposes of this report, “Certificateholders” includes Class A Certificateholders, Class B Certificateholders, any holders of Class C Interest and holders of any Collateral Indebtedness Interest.
(b) Not Applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions
(a) The registrant knows of no transaction or series of transactions during fiscal year 2002 or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Certificateholder identified in Item 12(a) or any other beneficial owner of more than five percent of Certificates known to the registrant had or will have a direct or indirect material interest. There are no persons of the types described in Item 404(a)(1), (2) and (4).
(b) Not applicable.
(c) Not applicable.
Item 14.
Item 14. Controls and Procedures
Not applicable.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Not applicable.
(2) Not applicable.
(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b) Reports on Form 8-K.
The following Current Reports on Form 8-K were filed by the registrant during the year ending December 31, 2002:
(c) See subparagraph (a)(3) above.
(d) Not applicable.
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.
Capital One Master Trust
(Registrant)
By:
Capital One Funding, LLC
(Depositor)
By:
/s/ Stephen Linehan
Stephen Linehan
Chief Financial Officer
CERTIFICATIONS
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 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 reports and required to be delivered to the Trustee in accordance with the Pooling and Servicing Agreement, and except as disclosed in the reports, the Servicer has fulfilled its obligations under the Pooling and 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 attestation standards established by the American Institute of Certified Public Accountants, as set forth in the Pooling and Servicing Agreement, that is included in these reports.
EXHIBIT INDEX
Exhibit 3.1
Amended and Restated Limited Liability Agreement of Capital One Funding, LLC dated as of July 31, 2002 (File No. 333-75276)*
Exhibit 3.2
Amended and Restated Pooling and Servicing Agreement (File No. 333-75276)*
Exhibit 99.0
Capital One Master Trust Aggregated Data for 2002.
Exhibit 99.1
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1996-2 Supplement.
Exhibit 99.2
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1996-3 Supplement.
Exhibit 99.3
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1997-1 Supplement.
Exhibit 99.4
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1997-2 Supplement.
Exhibit 99.5
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1998-1 Supplement.
Exhibit 99.6
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1998-4 Supplement.
Exhibit 99.7
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1999-1 Supplement.
Exhibit 99.8
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1999-2 Supplement.
Exhibit 99.9
Annual Certificateholders’ Statement required to be prepared pursuant to Series 1999-3 Supplement.
Exhibit 99.10
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-1 Supplement.
Exhibit 99.11
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-2 Supplement.
Exhibit 99.12
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-3 Supplement.
Exhibit 99.13
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-4 Supplement.
Exhibit 99.14
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2000-5 Supplement.
Exhibit 99.15
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-1 Supplement.
Exhibit 99.16
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-2 Supplement.
* Incorporated by Reference
Exhibit 99.17
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-3 Supplement.
Exhibit 99.18
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-4 Supplement.
Exhibit 99.19
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-5 Supplement.
Exhibit 99.20
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-6 Supplement.
Exhibit 99.21
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-7 Supplement.
Exhibit 99.22
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2001-8 Supplement.
Exhibit 99.23
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-1 Supplement.
Exhibit 99.24
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-2 Supplement.
Exhibit 99.25
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-3 Supplement.
Exhibit 99.26
Annual Certificateholders’ Statement required to be prepared pursuant to Series 2002-4 Supplement.
Exhibit 99.27
Annual Servicer’s Certificate for the Trust
Exhibit 99.28
Annual Report of Independent Public Accountants