CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2023-1) ASSET BACKED NOTES TERMS AGREEMENT

Exhibit 1.1.2

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2023-1)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: May 17, 2023

To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CAPITAL ONE FUNDING, LLC

Re:     Underwriting Agreement, dated May 17, 2023, relating to Class A(2023-1)

Series Designation:    Card series

Registration Statement:    Nos. 333-262382, 000-000000-00 and 000-000000-00

Terms of the Notes:

Initial Principal Amount		Interest Rate or Formula		Price to Public(1)
$1,200,000,000		4.42%		99.97707%

⁽¹⁾  Plus accrued interest, if any, at the applicable rate from May 24, 2023

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), beginning in July 2023.

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Owner Trustee:     Deutsche Bank Trust Company Delaware.

Indenture Trustee:     The Bank of New York Mellon.

Indenture:     The Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022, between Capital One Multi-asset Execution Trust, as issuer (the “Issuer”), and the Indenture Trustee.

Asset Pool Supplement:     The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022, between the Issuer and the Indenture Trustee.

Indenture Supplement:     The Card series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, between the Issuer and the Indenture Trustee.

Terms Document:     The Class A(2023-1) Terms Document, dated as of May 24, 2023.

Pooling and Servicing Agreement:     The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, the Second Amendment thereto, dated as of October 1, 2022, and the Third Amendment thereto, dated as of March 17, 2023, among Capital One Funding, LLC, as transferor, Capital One, National Association (as successor to Capital One Bank (USA), National Association), as servicer, and The Bank of New York Mellon, as trustee for the Capital One Master Trust.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.72707% of the principal amount of Notes to be issued.

Commissions, Concessions and Discounts:

The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

Discounts and Commissions		Price Concessions		Reallowance
0.25000%		not in excess of 0.15000%		not in excess of 0.07500%

Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.

2

Time of Sale:     9:37 a.m. (Eastern Time (U.S.)) on May 17, 2023 (the time the first contract of sale was entered into as designated by the Representatives).

Closing Date:

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be May 24, 2023, 10:00 a.m., New York City time.

Location of Closing:

Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP

Columbia Center

0000 00xx Xxxxxx, X.X.

Washington, D.C. 20005-1706

Address for Notice to Representatives:

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

New York, New York 10179

RBC Capital Markets, LLC

Brookfield Place

000 Xxxxx Xxxxxx, 0xx Xxxxx

New York, New York 10281

Xxxxx Fargo Securities, LLC

000 Xxxxx Xxxxx Xxxxxx

Charlotte, North Carolina 28202

Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

3

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.

X.X. XXXXXX SECURITIES LLC
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Executive Director
RBC CAPITAL MARKETS, LLC
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Authorized Signatory
XXXXX FARGO SECURITIES, LLC
as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Vice President

COMET Class A(2023-1) Terms Agreement

S-1

Accepted:
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
By:		Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Assistant Vice President
CAPITAL ONE FUNDING, LLC     as Transferor and as Company
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Assistant Vice President
CAPITAL ONE, NATIONAL ASSOCIATION     as Seller
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Managing Vice President, Treasury Capital Markets

COMET Class A(2023-1) Terms Agreement

S-2

SCHEDULE I

Card series Class A(2023-1) Notes

Underwriters		Principal Xxxxxx
RBC Capital Markets, LLC		$	384,000,000
X.X. Xxxxxx Securities LLC		$	348,000,000
Xxxxx Fargo Securities, LLC		$	348,000,000
Xxxxxxx Capital Markets, LLC		$	30,000,000
Capital One Securities, Inc.		$	30,000,000
CastleOak Securities, L.P.		$	30,000,000
Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC		$	30,000,000
Total:		$	1,200,000,000