0001193125-07-265624 Sample Contracts

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.

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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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