UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 27, 2017

Commission File Number of Depositor: 333-75276-01

Central Index Key Number of Depositor: 0001162387

CAPITAL ONE FUNDING, LLC

(Exact name of Depositor as specified in its charter)

ON BEHALF OF

Commission File Number of Issuing Entity: 000-25762

Central Index Key Number of Issuing Entity: 0000922869

CAPITAL ONE MASTER TRUST

(Issuing Entity in respect of the COMT Collateral Certificate)

(Exact name of Issuing Entity as specified in its charter)

AND

Commission File Number of Issuing Entity: 333-75276

Central Index Key Number of Issuing Entity: 0001163321

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

(Issuing Entity in respect of the Notes)

(Exact name of Issuing Entity as specified in its charter)


Virginia		54-2058720
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification Number)

140 East Shore Drive Room 1071-B Glen Allen, Virginia		23059
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code (804) 290-6959

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-22 under the Exchange Act (17 CFR 240.14a-22)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events.

Item 8.01.

Other Events.

On January 27, 2017, the First Amendment to Amended and Restated Pooling and Servicing Agreement was entered into by Capital One Funding, LLC, as Transferor, Capital One Bank (USA), National Association, as Servicer, and The Bank of New York Mellon, as Trustee.

Section 9 – Financial Statements and Exhibits.

Item 9.01(d).

Exhibits.

Exhibit 4.1

First Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of January 27, 2017, among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CAPITAL ONE FUNDING, LLC Acting solely in its capacity as depositor of Capital One Master Trust and Capital One Multi-asset Execution Trust

By:		/s/ Eric D. Bauder
		Name: Eric D. Bauder
		Title: Assistant Vice President

January 27, 2017

EXHIBIT INDEX


Exhibit		Description

Exhibit 4.1		First Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of January 27, 2017, among Capital One Funding, LLC, as transferor, and Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee.

CAPITAL ONE FUNDING, LLC 8-K