0000950123-08-016635 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 28th, 2008 • Pacific Capital Funds • New York

AGREEMENT effective as of December 31, 2007 between Pacific Capital Funds (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and Foreside Distribution Services, L.P. (the “Distributor”), having an office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110.

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 28th, 2008 • Pacific Capital Funds

NOW, THEREFORE, for good and valuable consideration, the parties agree that the Agreement is hereby amended as follows, effective as of the date first set forth above:

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • November 28th, 2008 • Pacific Capital Funds

AMENDMENT made as of the 18 day of December, 2007, among PACIFIC CAPITAL FUNDS, a Massachusetts business Trust (the “Trust”), BANK OF HAWAII, a Hawaii banking corporation (“Bank of Hawaii”) and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to that certain Sub-Administration Agreement, dated as of July 1, 2006, among the Trust, Bank of Hawaii and Citi (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.

AMENDMENT TO SUB-ADVISORY AGREEMENT Pacific Capital Funds
Sub-Advisory Agreement • November 28th, 2008 • Pacific Capital Funds

THIS AMENDMENT TO SUB-ADVISORY AGREEMENT is made as of January 1, 2008 among Pacific Capital Funds, a Massachusetts business trust (the “Trust”), the Asset Management Group of Bank of Hawaii (the “Adviser”), and Mellon Capital Management Corporation (“MCM”).

AMENDMENT TO SUB-ADVISORY AGREEMENT Pacific Capital Growth Stock Fund Pacific Capital Growth and Income Fund Pacific Capital Value Fund
Sub-Advisory Agreement • November 28th, 2008 • Pacific Capital Funds

THIS AMENDMENT TO SUB-ADVISORY AGREEMENT is made as of April 1, 2008 among Pacific Capital Funds, a Massachusetts business trust (the “Trust”), the Asset Management Group of Bank of Hawaii (the “Adviser”), and Chicago Equity Partners, LLC (the “Sub-Adviser”).

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