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 (the “Pooling and Servicing Agreement”), amended and restated as of August 1, 2002, among Capital One Funding, LLC, as transferor, Capital One Bank, as servicer, and The Bank of New York, as trustee (the “Trustee”). Capitalized terms not defined in this Report have the meaning assigned to them in the Pooling and Servicing Agreement.
Item 2.
Item 2. Properties.
Omitted pursuant to the No-Action Letter.
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 (in its capacity as such), the Trust’s assets, Capital One Bank (in its capacity as servicer) or Capital One Funding, LLC, other than routine litigation incidental to the business of the Trust, the Trustee (in its capacity as such), Capital One Bank (in its capacity as servicer) or Capital One Funding, LLC.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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 Investor Certificates.
Each publicly-offered class of the Trust’s Investor Certificates is delivered and held in book-entry form through the facilities of The Depository Trust Company (“DTC”), a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Each publicly-offered class of the Trust’s Investor Certificates is represented by one or more certificates registered in the name of Cede & Co. (“Cede”), the nominee of DTC.
Item 6.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
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Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted pursuant to the No-Action Letter.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Each publicly-offered class of Investor Certificates is represented by one or more certificates registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such class of Investor Certificates is not entitled to receive a certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement. Accordingly, Cede is the sole holder of record of such Investor Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participant in the DTC system. Such direct participants may hold the investor certificates for their own accounts or for the accounts of their customers. The name and address of Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, NY 10041.
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Capital One Funding, LLC owns 100% of the Transferor Certificate, which represents beneficial ownership of a residual interest in the assets of the Trust as provided in the Pooling and Servicing Agreement.
Item 13.
Item 13. Certain Relationships and Related Transactions.
The registrant knows of no transaction or series of transactions during the most recently completed fiscal year, or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Investor Certificateholder identified in Item 12 above or any other beneficial owner of more than five percent of Investor Certificates known to the registrant had or will have a direct or indirect material interest.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Omitted pursuant to the No-Action Letter.
(2) Omitted pursuant to the No-Action Letter.
(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, or otherwise relating to, 2003:
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(c) See subparagraph (a)(3) above.
(d) Omitted pursuant to the No-Action Letter.
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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.
Date: March 30, 2004
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EXHIBIT INDEX
Exhibit No.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.
99.0 Capital One Master Trust Aggregated Data for 2003.
99.1 2003 Annual Certificateholders’ Statements prepared by the Servicer.
(a) Series 1998-1
(b) Series 1999-1
(c) Series 1999-3
(d) Series 2000-2
(e) Series 2000-3
(f) Series 2000-4
(g) Series 2001-1
(h) Series 2001-2
(i) Series 2001-3
(j) Series 2001-4
(k) Series 2001-5
(l) Series 2001-6
(m) Series 2001-7
(n) Series 2001-8
(o) Series 2002-1
(p) Series 2002-2
(q) Series 2002-3
(r) Series 2002-4
99.2 Annual Independent Accountants’ Report pursuant to Section 3.06 of the Pooling and Servicing Agreement.
99.3 Report of Management on Compliance.
99.4 Annual Statement of Compliance from the Servicer.
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