Capital One Funds Sample Contracts

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HIBERNIA FUNDS
Hibernia Funds • October 28th, 2005
AGREEMENT for TRANSFER AGENCY SERVICES
Transfer Agency Services • October 29th, 2004 • Hibernia Funds • Pennsylvania
MASTER SERVICES AGREEMENT
Master Services Agreement • December 29th, 2006 • Capital One Funds • New York

This Master Services Agreement (“Agreement”) is made as of October 18, 2006, (the “Effective Date”) between BISYS Fund Services Ohio, Inc. (“BISYS”), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and Capital One Funds (the “Company”) a Massachusetts business trust, having a place of business at 3435 Stelzer Road, Columbus Ohio 43219. This Agreement will become effective as of the date that the Funds, as defined below, are converted to BISYS’ service platform, which date is expected to be November 11, 2006 unless otherwise mutually agreed by the parties.

DEALER AGREEMENT
Dealer Agreement • December 29th, 2006 • Capital One Funds • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies covered hereunder (collectively, “Company”) which may be amended by us from time to time, BISYS Fund Services Limited Partnership (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

MUTUAL FUNDS SALES AND SERVICE AGREEMENT
Sales and Service Agreement • October 27th, 1998 • Hibernia Funds • Pennsylvania
Exhibit 15(ii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K FORM OF
Tower Mutual Funds • March 25th, 1998 • Pennsylvania
AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • December 14th, 2007 • Capital One Funds

This Amendment (the “Amendment”), dated as of October 18, 2006, amends the Master Services Agreement dated as of October 18, 2006 (as amended to date, the “Agreement”) between Capital One Funds (the “Company”), and BISYS Fund Services Ohio, Inc. (“BISYS”). This Amendment will become effective as of the date that the Funds, as defined below, are converted to BISYS’ service platform, which date is expected to be November 11, 2006 unless otherwise mutually agreed by the parties.

COMPLIANCE SERVICES AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • December 29th, 2006 • Capital One Funds

This Amendment (the “Amendment”) is made as of October 18, 2006 between Capital One Funds (the “Company”), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS Fund Services Ohio, Inc. (“BISYS”), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219. This Amendment will become effective as of the date that the Funds, as defined in the Agreement referred to below, are converted to BISYS’ service platform, which date is expected to be November 11, 2006 unless otherwise mutually agreed by the parties.

SELLING GROUP MEMBER AGREEMENT
Member Agreement • December 29th, 2006 • Capital One Funds • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies covered hereunder (collectively, “Company”) which may be amended by us from time to time, BISYS Fund Services Limited Partnership (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the intermediary executing this agreement, including its associated persons.

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2006 • Capital One Funds • New York

AGREEMENT made as of October 18, 2006 between Capital One Funds (the “Company”), having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS Fund Services Limited Partnership (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110. This Agreement will become effective as of the date that the Funds, as defined below, are converted to Distributor’s service platform, which date is expected to be November 11, 2006 unless otherwise mutually agreed by the parties.

EXHIBIT 1 TO THE AGREEMENT FOR FUND ACCOUNTING, SHAREHOLDER RECORDKEEPING, AND CUSTODY SERVICES PROCUREMENT FUND Tower Capital Appreciation Fund Class A Shares Class B Shares Tower Cash Reserve Fund Class A Shares Class B Shares Tower Louisiana...
Tower Mutual Funds • March 25th, 1998

Tower Capital Appreciation Fund Class A Shares Class B Shares Tower Cash Reserve Fund Class A Shares Class B Shares Tower Louisiana Municipal Income Fund Tower Mid-Cap Equity Fund Class A Shares Class B Shares Tower Total Return Bond Fund Tower U.S. Government Income Fund Tower U.S. Treasury Money Market Fund

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • December 14th, 2007 • Capital One Funds

AMENDMENT made as of the 17 day of October, 2007, between CAPITAL ONE FUNDS, a Massachusetts business trust (the “Trust”) and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to that certain Master Services Agreement, dated October 18, 2006, between the Trust and Citi (as amended and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 14th, 2007 • Capital One Funds • New York

AGREEMENT made as of August 1, 2007 between Capital One Funds (the “Company”), having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

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