SecProbe.io

CORRESP
1
filename1.htm

SEC Letter

 November 10, 2005

 VIA OVERNIGHT DELIVERY

 Ms. Sara W. Dunton, Senior Attorney

 Office of Structured Finance, Transportation and Leisure

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Mayer, Brown, Rowe & Maw LLP

 71 South Wacker Drive

 Chicago, Illinois 60606-4637

 Main Tel (312)
782-0600

 Main Fax (312) 701-7711

 www.mayerbrownrowe.com

 Jon D. Van
Gorp

 Direct Tel (312) 701-7091

 Direct Fax (312) 706-8362

 jvangorp@mayerbrownrowe.com

 Re:  Capital One Auto Receivables, LLC Registration Statement on Form S-3 File No. 333-128722, filed on
9/30/2005

 Dear Ms. Dunton:

 On behalf of Capital One Auto Finance, Inc. (“Capital One”), as
sponsor and sole equity owner of Capital One Auto Receivables, LLC, this letter responds to your letter dated October 28, 2005, providing comments on the Registration Statement on Form S-3 filed on September 30, 2005 (SEC File
No. 333-128722) (the “Registration Statement”). For your convenience, each of your comments has been reproduced below, followed by Capital One’s response. Enclosed with this letter is Amendment No. 1 to the Registration
Statement, dated November 10, 2005, marked to show all changes to the Registration Statement.

 General

 Comment #1:

Please provide the CIK codes for any affiliate of the depositor that has offered a class of asset-backed securities involving auto loans. In addition, please confirm, if true, that the
depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor have been current with Exchange Act reporting during the last twelve months with respect to asset-backed securities
involving the same asset class. Refer to General Instruction I.A.4 of Form S-3.

 Response:

Attached as Exhibit A to this letter is a list of affiliates of the depositor that have offered a class of asset-backed securities involving auto loans during the last three years, together
with their respective CIK codes. Please note that Onyx Acceptance Corporation and its affiliates, including Onyx Acceptance Financial Corporation, were acquired by Capital One Auto Finance, Inc. (the parent of the depositor) pursuant to a merger
transaction that closed in January

 Berlin Brussels
Charlotte Chicago Cologne Frankfurt Houston London Los Angeles New York Palo Alto Paris Washington, D.C. Independent Mexico City Correspondent: Jauregui, Navarrete y Nader S.C.

 Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in
the offices listed above.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 2

 2005.

 Capital One confirms that the depositor and each issuing entity previously established, directly or indirectly, by the depositor have been current with Exchange Act reporting during the last twelve months with respect
to asset-backed securities involving the same asset class, except with regard to the Form 8-K filing of the first two monthly servicer reports for the Onyx Acceptance Owner Trust 2005-A transaction. In response to Capital One’s letter to the
SEC concerning that transaction (attached as Exhibit B to this letter), the SEC waived the late filing of those monthly servicer reports.

 Comment #2:

Please note that our comments to either the base prospectus and/or the supplement(s) should be applied universally, if applicable. Accordingly, please confirm that if our comments issued
for one apply to the other, you will make the appropriate revisions.

Response:

Capital One confirms that it will make appropriate revisions to the base prospectus and/or the supplement(s) to the extent that any comment you make to either the base prospectus or the
supplement(s) applies to the other.

Comment #3:

Please discuss in a separate section any affiliations among parties, which is required disclosure under Item 1119 of Regulation AB.

Response:

Capital One has confirmed that there are no affiliations among parties that are required to be disclosed under Item 1119 of Regulation AB.

Comment #4:

Please confirm that you will file finalized versions of your agreements at the time of each takedown. Refer to Item 1100(f) of Regulation AB.

Response:

In accordance with Item 1100(f) of Regulation AB, Capital One confirms that it will file finalized versions of our agreements at the time of each takedown.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 3

 Comment #5:

Please provide a table of contents for the base prospectus.

 Response:

In response to Comment 5, the prospectus has been revised to include a table of contents for the base prospectus.

 Prospectus Supplement

 Cover Page

Comment #6:

We note you refer to Capital One [Prime] Auto [Receivables] [Finance] Trust as the issuer. Please revise here and throughout the prospectus supplement to refer to this entity as the
“issuing entity” instead. Refer to Items 1101(f) and 1102(a) of Regulation AB. Refer also to Securities Act Rule 191 for the definition of issuer as well as Section III.A.3.d. of the SEC Release No. 33-8518.

Response:

In response to Comment 6, we have revised the prospectus supplement to refer to Capital One [Prime] Auto [Receivables] [Finance] Trust as the “issuing entity” as opposed to the
“issuer”.

Comment #7:

We note on your cover page that your credit enhancement may include a note guaranty insurance policy. However, there is no discussion or mention of the note guaranty insurance policy in the
credit enhancement section of the prospectus supplement. Please include an appropriate designation in the credit enhancement section of the supplement. You may also wish to cross-reference to the placeholder on page S-44.

Response:

In response to Comment 7, the discussion under “Summary of Terms—Credit Enhancement” in the prospectus supplement has been revised to include a brief description of a note
guaranty insurance policy and a cross-reference to the placeholder on page S-44.

Comment #8:

In addition, we note that the credit enhancement section in the summary includes overcollateralization, but that the credit enhancement list on the cover page does not. Please revise for
consistency, or advise.

Response:

In response to Comment 8, the credit enhancement list on the cover page has been revised to include overcollateralization.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 4

 Reports to Noteholders, page ii

 Comment #9:

Although you have stated generally that “unaudited monthly reports” will be provided, please provide a more detailed description of the reports to be filed with the Commission,
pursuant to Item 1118(b) of Regulation AB.

 Response:

The form of prospectus supplement has been revised in response to Comment 9.

 Issuer Property, page S-4

 Comment #10:

We note the third bullet in this section. Please tell us what “other property” may secure the receivables.

 Response:

The form of prospectus supplement has been revised in response to Comment 10.

 The Servicer, page S-16

 Comment #11:

Please provide a more detailed discussion of the servicer’s prior experience servicing portfolios of the proposed size and composition of this offering and discuss the servicer’s
overall procedures related to its servicing function. In addition, please expand your discussion of the terms of the servicing agreement and discuss any provisions you have made related to back-up servicing. Refer to Item 1108(b)(2), (c) and
(d) of Regulation AB.

 Response:

We have revised the prospectus supplement to provide a more detailed discussion of the servicer’s prior experience servicing portfolios of the proposed size and composition of the
receivables pool related to each offering of securities. The servicer’s overall procedures related to its servicing function, which vary depending on the credit quality of the underlying obligor, are all conducted from the same servicing
platform and are discussed in detail in the base prospectus under the heading “Origination and Servicing Procedures”. An expanded discussion of the material provisions of the servicing agreement is included under the heading “The
Transaction Documents” in the base prospectus. We have revised the prospectus supplement to add a cross reference to this section. COAF currently has no back-up servicing arrangements in place.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 5

 The Receivables Pool, page S-17

 Comment #12:

Please include a table to disclose the specific types of new or used cars, light trucks and motorcycles that make up the financed vehicles group, showing the percentage of each type of
vehicle, and whether new or used, in the asset pool. Refer to Item 1111(b)(7)(iv) of Regulation AB.

 Response:

In response to comment number 12, Capital One respectfully submits that including a table in our prospectus supplement that discloses the types of new and used cars, light duty trucks and
motorcycles that secure the receivables in the receivables pool would not provide additional information regarding the pool assets that would be material to investors in the offered securities.

 Comment #13:

We note the statistical information you propose to provide about your pool of receivables. Please revise your charts and related disclosure to include expanded information regarding such
things as the original balance of the loans, capitalized or uncapitalized accrued interest, and loan-to-value ratios. Refer to Item 1111(b) of Regulation AB.

 Response:

In response to comment number 13, Capital One respectfully submits that we have disclosed in our prospectus supplement all statistical information relating to the receivables and the financed
vehicles that is material to investors in the offered securities. Although we do not disclose the original principal balance of the receivables in the receivables pool, we do disclose the “Weighted Average Original Term” and “Range of
Original Terms” of the receivables in the receivables pool. When compared with the “Weighted Average Remaining Term” and “Range of Remaining Terms” of the receivables in the receivables pool, this disclosure provides
investors in the offered securities with more material information about the seasoning of the receivables pool prior to securitization than would be provided by a comparison of the original principal balance of the receivables pool to the current
principal balance of the receivables pool. The other two items that were mentioned in comment 13, while material for some asset types, are not applicable or material for auto receivables securitizations. Because the cut-off date for an auto
receivables securitization will be very close (sometimes as few as two days) to the closing date of the securitization, there is not expected to be any material amount of capitalized or uncapitalized accrued interest that will be transferred to the
issuing trust on the closing date along with the principal balances of the receivables. Loan-to-value ratios, while very material, for example, to investors in a mortgage loan securitization, are not material to investors in auto receivables backed
securities. In general, auto underwriting procedures

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 6

for auto receivables place greater emphasis on the obligor’s ability to pay than the value of the related financed vehicle. In addition, the original loan-to-value ratio of an auto
receivable is a poor predictor of potential recoveries from the sale of the related financed vehicle if that receivable defaults because vehicles depreciate at materially different rates due to exogenous factors such as supply and dealer incentives,
and recoveries from remarketing of repossessed vehicles vary greatly depending on the remarketing process and the condition of the vehicle when it is repossessed from the related obligor.

 Comment #14:

Please confirm that your pool will not include non-performing assets. Refer to Item 1101(c)(2)(iii) of Regulation AB.

 Response:

In accordance with Item 1101(c)(2)(iii) of Regulation AB, Capital One confirms that its pool will not include non-performing assets.

 Delinquencies, Repossessions and Net Losses, page S-21

 Comment #15:

Please confirm that delinquent assets will comprise less than 50% of the asset pool. Refer to Item 1101(c)(2)(iv) of Regulation AB.

 Response:

In accordance with Item 1101(c)(2)(iv) of Regulation AB, Capital One confirms that delinquent assets will comprise less than 50% of the asset pool.

 Comment #16:

Please confirm that your historical delinquency and loss information will conform to all the requirements of Item 1100(b) of Regulation AB.

 Response:

In response to Comment 16, Capital One confirms that its historical delinquency and loss information will conform to all the requirements of Item 1100(b) of Regulation AB.

 Comment #17:

Please provide us with the discussion of trends in delinquencies, defaults, repossessions and net losses for our review when it becomes available.

 Response:

In response to comment 17, at the time of a takedown when the delinquency and loss tables are updated Capital One will disclose any material trends in the delinquency and loss information for
the periods for which such information is presented.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 7

 Static Pool, page S-23

 Comment #18:

Please provide us with an example of the static pool information that will appear on your website.

 Response:

An example of the static pool information that will appear on Capital One’s website is attached to this letter as Exhibit C.

 Comment #19:

Please confirm your understanding that the most recent period for which static pool information is required must be no later than 135 days prior to the date of the first use of the
prospectus. See Item 1105(a)(3)(ii).

 Response:

In accordance with Item 1105(a)(3)(ii) of Regulation AB, Capital One confirms its understanding that the most recent period for which static pool information is required must be no later than
135 days prior to the first date of use of the prospectus.

 Comment #20:

Please tell us whether you will provide a graphical presentation of the static pool information in order to aid investors with comparisons between originations.

 Response:

In response to Comment 20, Capital One will not provide a graphical presentation of the static pool information.

 Fees and Expenses, page S-38

 Comment #21:

We note that your chart does not include any footnotes containing narrative disclosure related to if, and how, fees may be changed or the effect on fees of an event of default. Please
revise the prospectus to include this information if applicable. Refer to Item 1113(c) of Regulation AB.

 Mayer, Brown, Rowe & Maw LLP

 Ms. Sara W. Dunton

 November 10, 2005

 Page 8

 Response:

In response to Comment 21, the chart has been revised to include a footnote that fees or the effect of fees do not change upon an event of default.

 The Swap Counterparty, S-44

 Comment #22:

Please insert a placeholder, including proposed language, for disclosure of material provisions regarding substitution of any derivative instruments as required by Item 1115(a)(3) of
Regulation AB.

 Response:

The prospectus supplement has been revised in response to Comment 22.

 Base Prospectus

 The Issuers, page 9

 Comment #23:

You state in the first full paragraph on page 9 that the pool may include “other hedge agreements” as specified in the prospectus supplement. Please specify in the base
prospectus the particular types of hedge agreements that may be utilized in connection with this offering, or delete this reference.

 Response:

The prospectus supplement has been revised in response to Comment 23.

 Timelines for Activation of other Collecti