0001193125-06-261611 Sample Contracts

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.

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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.

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.

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.

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