$230,500,000 Automobile Receivables-Backed Notes CarFinance Capital Auto Trust CFC Asset Securities LLC. CFC Funding LLC

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1 This Preliminary Offering Memorandum Supplement, the accompanying base Offering Memorandum and the information contained herein and therein are subject to completion and amendment. Neither this Preliminary Offering Memorandum Supplement or the accompanying base Offering Memorandum is an offer to sell these securities and neither is soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED July 22, 2014 Offering Memorandum Supplement (To Offering Memorandum dated July 22, 2014) You should carefully review the risk factors beginning on page S-20 of this offering memorandum supplement and page 11 of the accompanying base offering memorandum. The notes represent obligations of the issuing entity only and do not represent obligations of or interests in CFC Funding LLC, CarFinance Capital LLC, CFC Asset Securities LLC or any of their affiliates (other than the issuing entity). $230,500,000 Automobile Receivables-Backed Notes CarFinance Capital Auto Trust Issuing Entity CFC Asset Securities LLC Depositor CFC Funding LLC Sponsor CarFinance Capital LLC Originator and Servicer The issuing entity will issue Five classes of notes that are offered by this offering memorandum supplement and that are anticipated to be privately placed primarily with institutional investors; a portion of the most junior class of notes may be acquired by an affiliate of the issuing entity. The notes - are backed by a pledge of assets of the issuing entity; the assets of the issuing entity securing the notes will include a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles; these sub-prime automobile loan contracts are contracts made to obligors who have experienced prior credit difficulties and generally have credit bureau scores ranging from 525 to 675; receive monthly distributions on the fifteenth day of each month, or, if not a business day, then on the next business day, beginning on September 15, 2014; and currently have no trading market. The issuing entity will also issue certificates representing an equity interest in the issuing entity, which initially will be issued to the depositor and are not being offered hereby. Credit enhancement for the notes offered by this offering memorandum supplement will consist of - excess cashflow collected on the pool of automobile loan contracts; overcollateralization representing the amount by which the principal balance of the automobile loan contracts (plus, during the prefunding period, the prefunding account amount) exceeds the aggregate principal amount of the notes; the subordination of each class of notes to those classes senior to it; and a reserve account that can be used to cover payments of timely interest, parity payments and ultimate principal on the notes. Initial Principal Amount Interest Rate Final Scheduled Distribution Date Price to Investors (1) Class A Notes $ 191,880,000 % November 16, 2020 % Class B Notes $ 15,210,000 % November 16, 2020 % Class C Notes $ 9,360,000 % November 16, 2020 % Class D Notes $ 7,610,000 % November 16, 2020 % Class E Notes $ 6,440,000 % November 15, 2021 % $230,500,000 $ (1) Plus accrued interest, if any, from August 7, Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this offering memorandum supplement. Any representation to the contrary is a criminal offense. The notes will be sold by the depositor to the Initial Purchasers, who will offer the notes from time to time in negotiated transactions at varying prices to be determined at the time of sale, subject to prior sale, when, as and if delivered to and accepted by the Initial Purchasers and subject to various prior conditions, including the Initial Purchasers right to reject orders in whole or in part. THIS OFFERING MEMORANDUM SUPPLEMENT AND THE ACCOMPANYING BASE OFFERING MEMORANDUM ARE NOT TO BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON TO WHOM IT WAS DELIVERED AND IS NOT TO BE COPIED OR OTHERWISE REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). The notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction. The notes are initially being offered and sold to (i) Qualified Institutional Buyers as defined in Rule 144A of the Securities Act and (ii) Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (or any entity in which all of the equity owners come within such paragraphs of Rule 501(a)). The Notes may be resold only to Qualified Institutional Buyers. The Notes are not transferable other than pursuant to an exemption from the registration requirements under the Securities Act and satisfaction of certain provisions of the indenture. See Notice to Investors herein. Prospective investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Deutsche Bank Securities Credit Suisse Initial Purchasers Offering Memorandum Supplement dated July, 2014.

2 You should rely only on the information contained in this document or that we have referred you to. We have not authorized any person to provide you with information that is different. The information in this document speaks only as of its date, and may not be accurate at any time after its date. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. We do not claim the accuracy of the information in this offering memorandum supplement as of any date other than the date stated on the cover of this offering memorandum supplement. TABLE OF CONTENTS Offering Memorandum Supplement Page SUMMARY... S-8 RISK FACTORS... S-20 USE OF PROCEEDS... S-35 THE ORIGINATOR AND THE SERVICER... S-35 THE SPONSOR AND THE SELLER... S-37 THE DEPOSITOR... S-37 THE BACKUP SERVICER... S-38 THE ISSUING ENTITY... S-38 THE OWNER TRUSTEE... S-41 THE INDENTURE TRUSTEE... S-42 THE CUSTODIAN... S-43 CARFINANCE S AUTOMOBILE FINANCING PROGRAM... S-43 SPONSOR S SECURITIZATION PROGRAM... S-45 CARFINANCE S VINTAGE ORIGINATION INFORMATION... S-45 THE TRUST PROPERTY... S-46 THE AUTOMOBILE LOAN CONTRACTS... S-47 YIELD AND PREPAYMENT CONSIDERATIONS... S-68 DESCRIPTION OF THE NOTES... S-75 Offering Memorandum Page SUMMARY OF OFFERING MEMORANDUM...6 RISK FACTORS...11 THE SPONSOR AND THE SELLER...32 THE ORIGINATOR AND THE SERVICER...32 THE DEPOSITOR...33 THE BACKUP SERVICER...34 THE INDENTURE TRUSTEE AND THE CUSTODIAN...34 THE ISSUING ENTITY...34 THE TRUST PROPERTY...34 THE AUTOMOBILE LOAN CONTRACTS...36 CARFINANCE S AUTOMOBILE FINANCING PROGRAM...37 THE SPONSOR S SECURITIZATION PROGRAM...45 POOL FACTORS...45 Page DESCRIPTION OF THE TRANSACTION DOCUMENTS...S-79 TAX MATTERS...S-96 STATE AND LOCAL TAX CONSEQUENCES...S-99 ERISA CONSIDERATIONS...S-99 LEGAL PROCEEDINGS...S-101 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...S-101 RATINGS...S-103 PLAN OF DISTRIBUTION...S-103 NOTICE TO INVESTORS...S-105 LEGAL OPINIONS...S-111 GLOSSARY...S-112 ANNEX A VINTAGE ORIGINATION INFORMATION...A-1 ANNEX B CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES... B-1 ANNEX C FORM OF REPRESENTATION LETTER... C-1 Page USE OF PROCEEDS...45 DESCRIPTION OF THE SECURITIES...46 DESCRIPTION OF THE TRANSACTION DOCUMENTS...57 MATERIAL LEGAL ASPECTS OF THE AUTOMOBILE LOAN CONTRACTS...70 TAX MATTERS...83 STATE AND LOCAL TAX CONSEQUENCES...92 ERISA CONSIDERATIONS...92 METHODS OF DISTRIBUTIONS...98 LEGAL OPINIONS...99 FINANCIAL INFORMATION...99 S-i

3 Important Notice about the Information Presented in this Offering Memorandum Supplement and the Accompanying Base Offering Memorandum We provide information to you about the notes in two separate documents that progressively provide more detail: (1) the accompanying base offering memorandum, which provides general information and (2) this offering memorandum supplement, which describes the specific terms of your series of notes. Together, the accompanying base offering memorandum and this offering memorandum supplement are referred to herein as the offering memorandum. This offering memorandum supplement does not contain complete information about the offering of the notes. Additional information is contained in the accompanying base offering memorandum. We suggest that you read both this offering memorandum supplement and the accompanying base offering memorandum in full. We cannot sell the notes to you unless you have received both this offering memorandum supplement and the accompanying base offering memorandum. You should rely only on information provided or referenced in this offering memorandum supplement and the accompanying base offering memorandum. We have not authorized anyone to provide you with different information. We include cross-references in this offering memorandum supplement and the accompanying base offering memorandum to captions in these materials where you can find further related discussions. The table of contents on the previous page and the table of contents included in the accompanying base offering memorandum provide the pages on which these captions are located. You are being furnished this offering memorandum on a confidential basis solely for the purpose of evaluating the investment offered hereby and you may not reproduce or use it in whole or in part for any other purpose. Nothing in this offering memorandum supplement is a representation or warranty as to the accuracy or completeness of this document, or a promise or representation as to the future performance of the issuing entity or the automobile loan contracts, by the Initial Purchasers (as defined in Plan of Distribution in this offering memorandum supplement), the issuing entity, the depositor, the sponsor, the originator or the servicer. You must rely on your own independent investigation of the issuing entity and the automobile loan contracts. This offering memorandum contains summaries believed to be accurate with respect to certain terms of certain documents, but you should read the actual documents (copies of which will be made available to you upon request to the depositor) for complete information with respect to such documents, and you should not rely on the summaries herein. Notwithstanding anything to the contrary contained in this offering memorandum supplement or any document delivered herewith, and except as is reasonably necessary to comply with applicable securities laws, all persons may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction, any fact relevant to understanding the tax treatment and tax structure of the transaction, and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment and tax structure. This offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction where such offer or solicitation is unlawful. Except where otherwise indicated, this offering memorandum supplement speaks as of the date hereof. Neither the delivery of this offering memorandum supplement nor any sale of notes shall, under any circumstances, create any implication that there has been no change in the condition or the affairs of the issuing entity since the date hereof. S-1

4 The depositor and the initial purchasers, as the case may be, reserve the right to reject any offer to purchase notes in whole or in part, for any reason, or to sell less than the stated principal amount of the notes offered hereby. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, THE RSA, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER SUCH RSA CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA THIS OFFERING MEMORANDUM IS NOT A PROSPECTUS FOR THE PURPOSES OF DIRECTIVE 2003/71/EC (AS AMENDED) INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE (THE PROSPECTUS DIRECTIVE ). THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ALL OFFERS OF THE NOTES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS IN CONNECTION WITH OFFERS OF THE NOTES. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER WITHIN THE EUROPEAN ECONOMIC AREA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS OFFERING MEMORANDUM SUPPLEMENT SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR US OR ANY OF THE INITIAL PURCHASERS TO PRODUCE A PROSPECTUS FOR SUCH OFFERS. NEITHER WE NOR THE INITIAL PURCHASERS HAVE AUTHORIZED, NOR DO WE OR THEY AUTHORIZE, THE MAKING OF ANY OFFER OF THE NOTES THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY INITIAL PURCHASERS WHICH CONSTITUTE THE FINAL PLACEMENT OF THE NOTES CONTEMPLATED IN THIS OFFERING MEMORANDUM SUPPLEMENT. NOTICE TO UNITED KINGDOM INVESTORS THE DISTRIBUTION OF THIS OFFERING MEMORANDUM IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE PROFESSIONAL EXPERIENCE IN MATTERS S-2

5 RELATING TO INVESTMENTS, OR (3) ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) THROUGH (D) ( HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC. ) OR 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS THE RELEVANT PERSONS ). THIS OFFERING MEMORANDUM MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFERING MEMORANDUM RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE NOTES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME. NOTICE TO INVESTORS THIS OFFERING OF THE NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, ANY UNITED STATES STATE SECURITIES OR BLUE SKY LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION AND, UNLESS THE NOTES ARE SO REGISTERED, THEY MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), ANY APPLICABLE UNITED STATES STATE SECURITIES OR BLUE SKY LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD BY THE INITIAL PURCHASERS ONLY TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS ( QIBs ) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ), AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES. THERE IS NO UNDERTAKING TO REGISTER THE NOTES UNDER THE SECURITIES ACT, ANY UNITED STATES STATE SECURITIES OR BLUE SKY LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION ON ANY FUTURE DATE. NO ACTION HAS BEEN OR WILL BE TAKEN BY THE DEPOSITOR OR THE INITIAL PURCHASERS THAT WOULD PERMIT A PUBLIC OFFERING OF THE NOTES IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS OFFERING MEMORANDUM, NOR ANY FORM OF APPLICATION, ADVERTISEMENT OR OTHER MATERIAL, MAY BE DISTRIBUTED IN OR FROM OR PUBLISHED IN ANY COUNTRY OR JURISDICTION, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE HANDS ALL OR ANY PART OF THIS OFFERING MEMORANDUM COME ARE REQUIRED BY THE DEPOSITOR AND THE INITIAL PURCHASERS TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH COUNTRY OR JURISDICTION IN WHICH THEY PURCHASE, SELL OR DELIVER THE NOTES OR HAVE IN THEIR POSSESSION OR DISTRIBUTE THIS OFFERING MEMORANDUM, IN ALL CASES AT THEIR OWN EXPENSE. EACH INITIAL AND SUBSEQUENT PURCHASER OF THE NOTES WILL BE DEEMED BY ITS ACCEPTANCE OF SUCH NOTES TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER S-3

6 TRANSFER THEREOF AS SET FORTH THEREIN AND DESCRIBED IN THIS OFFERING MEMORANDUM SUPPLEMENT AND, IN CONNECTION THEREWITH, MAY BE REQUIRED TO PROVIDE CONFIRMATION OF ITS COMPLIANCE WITH SUCH RESALE AND OTHER TRANSFER RESTRICTIONS IN CERTAIN CASES. SEE NOTICE TO INVESTORS IN THIS OFFERING MEMORANDUM SUPPLEMENT. THE INITIAL PURCHASERS ARE NOT OBLIGATED TO MAKE A MARKET IN THE NOTES. IF A MARKET DOES DEVELOP, THERE IS NO ASSURANCE THAT SUCH MARKET WILL CONTINUE. RESALES OF THE NOTES MAY BE MADE ONLY PURSUANT TO RULE 144A OR PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT. ALL RESALES AND TRANSFERS OF THE NOTES ARE SUBJECT TO CERTAIN OTHER RESTRICTIONS DESCRIBED HEREIN. SEE NOTICE TO INVESTORS IN THIS OFFERING MEMORANDUM SUPPLEMENT. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFERING MEMORANDUM IS INTENDED FOR USE SOLELY BY QIBS PURSUANT TO RULE 144A OR IAIS PURSUANT TO RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS OF RULE 501(A)), TO WHOM THIS OFFERING MEMORANDUM IS DELIVERED FOR USE SOLELY IN CONNECTION WITH AN OFFERING EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE UNITED STATES STATE SECURITIES OR BLUE SKY LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE REPRODUCED OR USED, IN WHOLE OR IN PART, FOR ANY OTHER PURPOSE OR FURNISHED TO ANY OTHER PERSON. EACH PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF SUCH PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATIONS OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. ANY SUCH DISCLOSURE OF THE TAX TREATMENT, TAX STRUCTURE AND OTHER TAX-RELATED MATERIALS SHALL NOT BE MADE FOR THE PURPOSE OF OFFERING TO SELL THE NOTES OFFERED HEREBY OR SOLICITING AN OFFER TO PURCHASE ANY SUCH NOTES. FOR PURPOSES OF THIS PARAGRAPH, THE TERMS TAX TREATMENT AND TAX STRUCTURE HAVE THE MEANING GIVEN TO SUCH TERMS UNDER TREASURY REGULATION SECTION (c) AND APPLICABLE STATE AND LOCAL TAX LAW. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE INITIAL PURCHASERS OR ANY OF THEIR OFFICERS, EMPLOYEES OR OTHER AGENTS AS INVESTMENT, LEGAL, ACCOUNTING, REGULATORY OR TAX ADVICE. PRIOR TO PURCHASING ANY NOTES, A PROSPECTIVE PURCHASER SHOULD CONSULT WITH ITS OWN LEGAL, BUSINESS, ACCOUNTING, REGULATORY AND TAX ADVISERS TO S-4

7 DETERMINE THE APPROPRIATENESS AND CONSEQUENCES OF AN INVESTMENT IN THE NOTES IN ITS SPECIFIC CIRCUMSTANCES AND ARRIVE AT AN INDEPENDENT EVALUATION OF THE INVESTMENT BASED, AMONG OTHER THINGS, ON ITS OWN VIEWS AS TO THE RISKS ASSOCIATED WITH THE RECEIVABLES, WHICH WILL AFFECT THE RETURN ON ITS INVESTMENT IN THE NOTES. Available Information To permit compliance with Rule 144A under the Securities Act in connection with resales of the notes, the issuing entity will be required under the indenture to furnish upon the request of, and at the expense of, a holder of a note, to such holder and to any prospective purchaser designated by such holder, information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the issuing entity is not a reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, the Exchange Act. S-5

8 Summary of Transaction Parties (1) CARFINANCE CAPITAL LLC (Originator and Servicer) CFC FUNDING LLC (Sponsor, Seller and Guarantor) CFC ASSET SECURITIES LLC (Depositor) WELLS FARGO BANK, NATIONAL ASSOCIATION (Indenture Trustee and Backup Servicer) CARFINANCE CAPITAL AUTO TRUST (Issuing Entity) WILMINGTON TRUST, NATIONAL ASSOCIATION (Owner Trustee) Class A Notes Class B Notes Class C Notes Class D Notes Class E Notes Certificates (2) DEUTSCHE BANK NATIONAL TRUST COMPANY (Custodian) (1) This chart provides only asimplified overview of the relationships between the key parties to the transaction. Refer tothis offeringmemorandum supplement andthe accompanying base offeringmemorandum for a further description of the relationships betweenthekey parties. (2) The Certificates are not being offered hereby. S-6

9 Flow of Funds (1) Available Funds Principal, on the final scheduled distribution date on the Class C Notes To the Servicer, the servicing fee, any supplemental servicing fees, reimbursements for mistaken deposits and other related amounts. To any Successor Servicer, transition fees up to the specified cap To the Indenture Trustee, the Owner Trustee, the Custodian and the Backup Servicer for fees, expenses and indemnities (to the extent not already paid) in each case subject to a maximum specified annual limit Interest on the Class D Notes Principal, for parity, with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes Principal, on the final scheduled distribution date of the Class D Notes Interest on the Class A Notes Interest on the Class E Notes Principal, for parity with the Class A Notes Principal, on the final scheduled distribution date of the Class A Notes Interest on the Class B Notes Principal, for parity with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes Principal, on the final scheduled distribution date of the Class E Notes Principal, for parity with the Class A Notes and the Class B Notes Principal, on the final scheduled distribution date of the Class B Notes Interest on the Class C Notes Reserve Account up to the required amount Principal to achieve the target overcollateralization amount Additional fees, expenses and indemnities owed to the Indenture Trustee, the Owner Trustee, the Custodian, the Backup Servicer and any successor servicer in excess of the related cap or annual limit Principal, for parity with the Class A Notes, the Class B Notes and the Class C Notes Certificate Distribution Account (1) This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will be applied each month as indicated above is applicable only so long as no event of default has occurred. For more detailed information or for information regarding the flowof funds upon the occurrence of an event of default, please refer to this offering memorandum supplement and the accompanying base offering memorandum for a further description. S-7

10 Summary This summary highlights selected information from this offering memorandum supplement and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of the notes, read carefully this entire offering memorandum supplement and the accompanying base offering memorandum. The defined terms used in this offering memorandum supplement, unless defined elsewhere in this offering memorandum supplement, are defined in the Glossary beginning on page S-112. This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this offering memorandum supplement and the accompanying base offering memorandum. The Issuing Entity CarFinance Capital Auto Trust , or the issuing entity, or the trust, is a Delaware statutory trust. The issuing entity will issue the notes and the certificates and be liable for their payment. The issuing entity s principal asset will be a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles, which will be acquired by the issuing entity on the closing date (such automobile loan contracts, the initial automobile loan contracts) and on subsequent dates during the prefunding period (such automobile loan contracts, the subsequent automobile loan contracts). The Depositor CFC Asset Securities LLC, or the depositor, is a Delaware limited liability company which is a wholly-owned special-purpose subsidiary of CFC Funding LLC. The depositor will sell the pool of sub-prime automobile loan contracts to the issuing entity. The depositor will be the initial holder of the issuing entity s certificates, although the depositor may, subject to certain restrictions on transfer set forth in the trust agreement, sell all or a portion of the certificates on or after the closing date. The Sponsor, the Seller and the Guarantor CFC Funding LLC, or the sponsor, or the seller, is a Delaware limited liability company. The sponsor purchased or during the prefunding period will purchase the automobile loan contracts without recourse from CarFinance Capital LLC. The sponsor will sell the automobile loan contracts to the depositor and guarantee the performance of the servicer s obligations under the transaction documents. The Originator CarFinance Capital LLC, or CarFinance, or the originator, a Delaware limited liability company, originated the initial automobile loan contracts and, during the prefunding period, will originate the subsequent automobile loan contracts. CarFinance originates automobile loan contracts through loan applications submitted by automobile dealerships or directly from consumers. See The Originator and the Servicer in this Offering Memorandum Supplement. CarFinance, as seller, has sold or during the prefunding period will sell the automobile loan contracts to the sponsor. The Servicer CarFinance, as the servicer, will service the automobile loan contracts on behalf of the issuing entity. The Indenture Trustee and Backup Servicer Wells Fargo Bank, National Association, or the indenture trustee, or the backup servicer, is a national banking association. Wells Fargo Bank, National Association will serve as indenture trustee pursuant to the indenture and S-8

11 as backup servicer pursuant to the sale and servicing agreement. The backup servicer will receive monthly pool data, confirm that such data is readable by the backup servicer s systems and perform certain other operations and tests with respect to such data on the monthly servicer reports. The backup servicer will become successor servicer if CarFinance is terminated as servicer for any reason. The Custodian Deutsche Bank National Trust Company, or the custodian, is a national banking association. Deutsche Bank National Trust Company will serve as custodian pursuant to the custodian agreement. The Owner Trustee Wilmington Trust, National Association, or the owner trustee, is a national banking association. Wilmington Trust, National Association serves not in its individual capacity but solely as owner trustee of the issuing entity, pursuant to the trust agreement. Statistical Calculation Date June 30, This is the date that was used in preparing the statistical information that is presented in this offering memorandum supplement. Initial Cutoff Date The cutoff date with respect to the initial automobile loan contracts (i.e. automobile loan contracts transferred to the issuing entity on the closing date) will be July 31, The issuing entity will receive amounts collected on the initial automobile loan contracts after this date. Subsequent Cutoff Date(s) The cutoff date with respect to subsequent automobile loan contracts (i.e. automobile loan contracts transferred to the issuing entity during the prefunding period) will be the day that is four business days prior to the applicable subsequent automobile loan contract funding date. Closing Date On or about August 7, Description of the Securities The issuing entity will issue five classes of automobile receivables backed notes pursuant to the indenture. The notes are designated as the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Class E Notes. The Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes are being offered by this offering memorandum and are sometimes referred to as the offered notes. Some or all of the Class E Notes may be acquired by an affiliate of the issuing entity. Residual certificates representing the residual interest in the issuing entity will also be issued pursuant to the trust agreement but are not being offered pursuant to this offering memorandum supplement or the accompanying base offering memorandum. The residual certificates will initially be issued to the depositor. The depositor may, at its discretion, retain the certificates or transfer them to one or more of its affiliates or to independent third parties, subject to certain restrictions set forth in the trust agreement. The certificateholders will be entitled on each distribution date only to amounts remaining, if any, after distributions on the notes and payments of issuing entity expenses and other required amounts on such distribution date. Information about the certificates is set forth herein solely to provide a better understanding of the notes. Each class of notes will have the initial note principal amount, interest rate and final scheduled distribution date listed in the following table: S-9

12 Class Initial Principal Amount Interest Rate Final Scheduled Distribution Date A $191,880,000 % November 16, 2020 B $15,210,000 % November 16, 2020 C $9,360,000 % November 16, 2020 D $7,610,000 % November 16, 2020 E $6,440,000 % November 15, 2021 Interest on each class of notes will accrue during each interest period at the applicable interest rate. The notes (other than the Class D Notes and the Class E Notes) will initially be issued in bookentry form only in minimum denominations of $10,000 and multiples of $1,000. The Class D Notes and the Class E Notes will initially be issued in book-entry form in minimum denominations of $200,000 and multiples of $10,000. The notes will not be listed on any securities exchange. You may hold your notes through DTC in the United States or through Clearstream Banking, société anonyme or the Euroclear System in Europe. The notes will initially be sold to qualified institutional buyers pursuant to Rule 144A of the Securities Act and to institutional accredited investors pursuant to Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (or any entity in which all of the equity owners come within such paragraphs of Rule 501(a)) and are subject to resale only to qualified institutional buyers pursuant to Rule 144A of the Securities Act or other entities pursuant to another exemption to the Securities Act, each in accordance with the restrictions described under Notice to Investors. The notes will be secured solely by a pool of sub-prime automobile loan contracts and the other assets of the issuing entity that are described under the section of this summary entitled The Trust Property. Distribution Dates The distribution date will be the fifteenth day of each month, subject to the business day rule set forth below, commencing on September 15, Business day rule: If the fifteenth day of any month is not a business day, then the distribution date for such month will be the next business day following such fifteenth day. Record dates: The record date for each distribution date is (i) if the notes are held in book-entry form, the business day immediately preceding such distribution date; or (ii) if the notes are held in physical form under the limited circumstances described herein, the last business day of the calendar month preceding such distribution date. Collection periods: The collection period relating to each distribution date will be the calendar month immediately preceding the calendar month in which that distribution date occurs or, for the first distribution date, the period from but excluding the initial cutoff date to the close of business on August 31, Payments As further described under the section of this offering memorandum supplement entitled Description of the Transaction Documents Distributions Distribution Date Payments, the servicer will instruct the indenture trustee to make the following distributions from available funds on each distribution date in the following order of priority (except in those circumstances when a priority of payments set forth in Events of Default below is applicable): 1. Pro rata, to the servicer, the servicing fee for the related collection period, any supplemental servicing fees for the related collection period, any reimbursements for mistaken deposits and other related amounts and certain other amounts due on the automobile loan contracts that the servicer is entitled to retain; and to any successor servicer, transition fees not to exceed $100,000; 2. to the extent not previously paid by the sponsor or servicer, pro rata, to (a) the owner trustee, (b) the indenture trustee and backup servicer, and (c) the v7 10

13 custodian, ratably without preference or priority, any accrued and unpaid fees, expenses and indemnities then due to each of them, which expenses and indemnities paid pursuant to this clause 2 will not exceed $150,000 in the aggregate per annum; 3. to pay interest due on the Class A Notes; 4. to pay principal to the extent necessary to reduce the outstanding principal amount of the Class A Notes to an amount equal to the sum of the pool balance and, during the prefunding period, any amounts on deposit in the prefunding account, in each case as of the end of the related collection period which amount will be paid out as described below under Principal ; 5. to pay the remaining principal amount of the Class A Notes on its final scheduled distribution date; 6. to pay interest due on the Class B Notes; 7. to pay principal to the extent necessary, after giving effect to any payments made under clauses 4 and 5 above, to reduce the combined outstanding principal amount of the Class A Notes and Class B Notes to an amount equal to the sum of the pool balance and, during the prefunding period, any amounts on deposit in the prefunding account, in each case as of the end of the related collection period which amount will be paid out as described below under Principal ; 8. to pay the remaining principal balance of the Class B Notes on its final scheduled distribution date; 9. to pay interest due on the Class C Notes; 10. to pay principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7 and 8 above, to reduce the outstanding combined principal amount of the Class A Notes, the Class B Notes and Class C Notes to an amount equal to the sum of the pool balance and, during the prefunding period, any amounts on deposit in the prefunding account, in each case as of the end of the related collection period which amount will be paid out as described below under Principal ; 11. to pay the remaining principal balance of the Class C Notes on its final scheduled distribution date; 12. to pay interest due on the Class D Notes; 13. to pay principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10 and 11 above, to reduce the outstanding combined principal amount of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes to an amount equal to the sum of the pool balance and, during the prefunding period, any amounts on deposit in the prefunding account, in each case as of the end of the related collection period which amount will be paid out as described below under Principal ; 14. to pay the remaining principal balance of the Class D Notes on its final scheduled distribution date; 15. to pay interest due on the Class E Notes; 16. to pay principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10, 11, 13 and 14 above, to reduce the outstanding combined principal amount of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and Class E Notes to the sum of the pool balance and, during the prefunding period, any amounts on deposit in the prefunding account, in each case as of the end of the related collection period which amount will be paid out as described below under Principal ; 17. to pay the remaining principal balance of the Class E Notes on its final scheduled distribution date; 18. to the reserve account, the amount necessary to achieve the specified reserve account amount; S-11

14 19. to pay principal to achieve the target overcollateralization amount, which amount will be paid out as described below under Principal ; 20. to pay each of the indenture trustee, the custodian, the owner trustee, the backup servicer and any successor servicer any fees, expenses and indemnities then due to such party that are in excess of the related cap specified under clause 1 above or the annual limitation specified under clause 2 relating to expenses and indemnities above, as applicable; and 21. to pay all remaining amounts to the certificate distribution account. On any distribution date on which the amount on deposit in the reserve account, together with available funds, is sufficient to pay all amounts due pursuant to priorities 1 through 17 set forth above including, without duplication, the outstanding note principal amount of all outstanding classes of notes, such amounts will be used to pay the outstanding notes in full on such distribution date. Interest Interest on the notes will be payable on each distribution date from available funds. The interest period relating to each distribution date will be the period from and including the distribution date of the preceding calendar month or, in the case of the first distribution date, from and including the closing date to but excluding the distribution date of the current calendar month. Interest on the notes of each class will accrue at the interest rate for that class during each interest period (assuming each month has 30 days). Interest on the notes will be calculated on a 30/360 basis. Interest payments on the notes will be paid sequentially in alphabetical order (i.e., first to the Class A Notes, second to the Class B Notes, third to the Class C Notes, fourth to the Class D Notes and fifth to the Class E Notes and in the event of a default, interest on subordinate classes of notes will not be paid until the principal of all senior class(es) of notes has been paid in full). Interest accrued but not paid on any distribution date will be due on the immediately succeeding distribution date, together with, to the extent permitted by applicable law, interest on that unpaid interest at the related interest rate. Principal Principal of the notes will be payable on each distribution date from available funds: as necessary to prevent undercollateralization or to cause the remaining principal balance of a class of notes to be repaid on its final scheduled distribution date, and as necessary to build or maintain overcollateralization at its required amount. The outstanding principal balance of any class of notes, if not previously paid, will be due and payable on the final scheduled distribution date for that class. The classes of notes are sequential pay classes. On each distribution date, all amounts allocated to the payment of principal as described in clauses 4, 5, 7, 8, 10, 11, 13, 14, 16, 17 and 19 of Payments above will be aggregated and will be paid out in the following order: first, to the Class A Notes, until they are paid in full; once the Class A Notes are paid in full, to the Class B Notes, until they are paid in full; once the Class A Notes and the Class B Notes are paid in full, to the Class C Notes, until they are paid in full; once the Class A Notes, the Class B Notes and the Class C Notes are paid in full, to the Class D Notes, until they are paid in full; and once the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are paid in full, to the Class E Notes, until they are paid in full. S-12

15 Because the notes are sequential pay, if due to losses, insufficient liquidation proceeds or otherwise, the trust property proves to be insufficient to repay the principal on the notes in full, it is possible that certain earlier maturing classes of notes will be paid in full and that the losses will be fully borne by the later maturing classes of notes. In that case, losses would be borne in reverse order of payment priority (i.e., beginning with the most junior class then outstanding). The Trust Assets The issuing entity s assets will include: a pool consisting of sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks, minivans and sport utility vehicles; collections on the automobile loan contracts received after the related cutoff dates; the security interests in the vehicles securing the automobile loan contracts; the automobile loan contract files; an assignment of all rights to net proceeds from claims or refunds on insurance policies covering the vehicles or the obligors; an assignment of all rights to proceeds from liquidating the automobile loan contracts; an assignment of the originator s rights against dealers under agreements between the originator and such dealers; amounts held in the collection account, the note distribution account, the prefunding account, the reserve account or any other accounts owned by the issuing entity (other than the certificate distribution account); other rights under the transaction documents; and all proceeds from the items described above. The Automobile Loan Contract Pool The automobile loan contracts consist of automobile retail installment sale contracts and note and security agreements originated by CarFinance. The automobile loan contracts were, or during the prefunding period will be, originated in accordance with CarFinance s credit policies. See The Originator and the Servicer in this Offering Memorandum Supplement. The automobile loan contracts are contracts made primarily to obligors who have experienced prior credit difficulties and generally have credit bureau scores ranging from 525 to 675. Upon notification or discovery of a breach by the depositor of certain covenants with respect to the automobile loan contracts under the sale and servicing agreement and/or the custodian agreement, if such breach is not cured, the depositor shall have the obligation to purchase from the issuing entity the automobile loan contracts affected by such breach in which the interests of any noteholder are materially and adversely affected by such breach. Upon notification or discovery of a breach by the depositor of any of the representations and warranties with respect to the automobile loan contracts under the sale and servicing agreement, if such breach is not cured, the depositor shall have the obligation to repurchase from the issuing entity any automobile loan contract in which the interests of any noteholder are materially and adversely affected by the breach. Upon notification or discovery of a breach by the seller of any of the representations and warranties with respect to the automobile loan contracts under the purchase agreement in which the interests of any noteholder are materially and adversely affected by the breach, or of any other event which requires the repurchase of an automobile loan contract by the depositor under the sale and servicing agreement, if such breach is not cured, the seller shall have the obligation to repurchase from the depositor any related automobile loan contract affected by the breach. S-13

16 Upon notification or discovery of a breach by the servicer of certain covenants with respect to automobile loan contracts under the sale and servicing agreement, if such breach is not cured, the sponsor or the servicer shall have the obligation to purchase from the issuing entity the automobile loan contracts affected by such breach in which the interests of any noteholder are materially and adversely affected by such breach. Servicing Fee The servicer will be paid on each distribution date from available funds prior to any payments on the notes. The servicer will receive the following fees as payment for its services on each distribution date: For so long as CarFinance is the servicer: A servicing fee, equal to 2.25% times the aggregate principal balance of the automobile loan contracts as of the first day of the related collection period (or, in the case of the first distribution date, as of the initial cutoff date) times onetwelfth; and A supplemental servicing fee, equal to all fees, expenses and charges paid by or on behalf of obligors, including late fees, prepayment fees and liquidation fees collected on the automobile loan contracts during the preceding collection period (but excluding any fees or expenses related to extensions) or by the Servicer in connection with repossession of the financed vehicle. If any entity other than CarFinance becomes the servicer, the servicing fee may be adjusted as agreed upon by the majority noteholders of the most senior class outstanding and the successor servicer as set forth in the sale and servicing agreement. Pool Information The pool information in this offering memorandum supplement is based on the automobile loan contracts in the pool as of the statistical calculation date, which is June 30, The statistical distribution of the characteristics of the automobile loan contract pool as of the initial cutoff date, which is July 31, 2014, will vary somewhat from the statistical distribution of the characteristics of the automobile loan contract pool as of the statistical calculation date (the statistical pool), although the sponsor and the depositor do not expect that the variance will be material. Further, the characteristics of the automobile loan contract pool as of the statistical calculation date and the initial cutoff date may vary somewhat from the characteristics of the subsequent automobile loan contracts added on any subsequent cutoff date. As of the statistical calculation date, the automobile loan contracts in the pool had: an aggregate principal balance of $154,715,051.41; a weighted average annual percentage rate of approximately %; a weighted average original term to maturity of approximately 70 months; a weighted average remaining term to maturity of approximately 69 months; an individual remaining term to maturity of not more than 78 months and not less than 32 months; a weighted average FICO score of 602 (excluding borrowers for which FICO scores were unavailable); and a weighted average wholesale loan-tovalue of approximately %. The figures given above as weighted averages are weighted by the aggregate outstanding principal balance of the automobile loan contracts in the statistical pool. Subsequent Automobile Loan Contracts On the closing date, approximately $38,415,000 of the proceeds from the S-14

17 sale of the notes will be deposited in the prefunding account. This amount represents approximately 19.70% of the aggregate principal balance of the initial automobile loan contracts as of the initial cutoff date. During the prefunding period, the issuing entity may use the funds, if any, on deposit in the prefunding account to acquire subsequent automobile loan contracts from the depositor for an amount equal to the product of 98.50% and the aggregate principal balance of such subsequent automobile loan contracts as of the related subsequent cutoff date, on each date of transfer, which shall occur no more than once per week. On the related subsequent automobile loan contract funding date, all collections on or in respect of such subsequent automobile loan contracts since the related subsequent cutoff date shall be deposited into the collection account. Subsequent automobile loan contracts must meet the eligibility criteria that will be specified in the purchase agreement and in the sale and servicing agreement as described herein. The prefunding period will begin on the closing date and will end on the earliest to occur of: November 1, 2014; the date on which the amount in the prefunding account is less than $100,000; and the occurrence of an event of default under indenture or a servicer termination event. At the end of the prefunding period, if the prefunding account amount is $100,000 or less, the indenture trustee will withdraw such amount and deposit those funds in the note distribution account for distribution as principal, sequentially, to the noteholders on the first distribution date following the termination of the prefunding period, in the priority and order set forth under Description of the Notes Payments of Principal. See Description of the Transaction Documents Accounts in this offering memorandum supplement. If the prefunding account amount is greater than $100,000 at the end of the prefunding period, the funds will be paid ratably to the noteholders, on the first distribution date following the termination of the prefunding period, based upon their respective initial principal balances of each class of notes. Credit Enhancement Credit enhancement for the notes will consist of excess cashflow, overcollateralization, subordination of more junior classes of notes, if any, and a reserve account. If available funds together with amounts available under any credit enhancement are insufficient to make required payments of principal on the notes, it is possible that the most senior class of notes outstanding will be paid in full and that the losses will be fully borne in reverse order of payment priority (i.e., starting with the most junior class then outstanding). The seniority of the notes will be based on the alphabetical order, with the Class A Notes being the most senior, and the Class E Notes being the most junior. In addition, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes will only receive interest payments after each class of notes senior to that class of notes has been paid interest and certain payments of principal, or in the event of a default, has been paid in full, and will only receive principal payments after each class of notes senior to that class of notes has been paid in full, exposing those noteholders to losses. Excess Cashflow It is anticipated that more interest will be paid by the obligors on the automobile loan contracts each month than is necessary to pay the interest earned on the notes each month and the issuing S-15

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