0000950123-09-066344 Sample Contracts

FORM OF AMENDMENT TO RULE 22C-2 SERVICES AGREEMENTS, TRANSFER AGENCY AGREEMENT, FUND ACCOUNTING AGREEMENT AND COMPLIANCE SERVICES AGREEMENT
Accounting Agreement and Compliance Services Agreement • November 25th, 2009 • Pacific Capital Funds

AMENDMENT made as of the ___ day of November 2009, between Pacific Capital Funds (the “Company”) and Citi Fund Services Ohio, Inc. (formerly known as BISYS Fund Services Ohio, Inc.) (“Citi”), to the (i) Rule 22c-2 Services Agreement dated February 27, 2007, (ii) Rule 22c-2 Services Agreement dated July 31, 2007, (iii) Transfer Agency Agreement dated February 1, 2002, (iv) Fund Accounting Agreement dated February 1, 2002, and (v) Compliance Services Agreement dated July 1, 2006, each between the Company and Citi (as amended and in effect on the date hereof, each an “Agreement” and collectively, the “Agreements”).

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FORM OF FIRST AMENDMENT TO PACIFIC CAPITAL FUNDS DISTRIBUTION AGREEMENT
Funds Distribution Agreement • November 25th, 2009 • Pacific Capital Funds • New York

This First Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of March 31, 2009 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 10 High Street, Boston, Massachusetts 02110 is effective as of November ___, 2009 (the “Effective Date”).

FORM OF AMENDMENT TO SUBADMINISTRATION AGREEMENT
Subadministration Agreement • November 25th, 2009 • Pacific Capital Funds

AMENDMENT made as of the ___ day of November 2009, among Pacific Capital Funds, a Massachusetts business trust (the “Trust”), Bank of Hawaii, a Hawaii banking corporation (the “Bank”), and Citi Fund Services Ohio, Inc. (formerly known as BISYS Fund Services Ohio, Inc.), an Ohio corporation (“Citi”), to the Subadministration Agreement among the Trust, the Bank and Citi dated July 1, 2006 (as amended and in effect on the date hereof, the “Agreement”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 25th, 2009 • Pacific Capital Funds • New York

AGREEMENT effective as of March 31, 2009 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 10 High Street, Suite 302, Boston, Massachusetts 02110.

FORM OF AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • November 25th, 2009 • Pacific Capital Funds

AMENDMENT made as of the ___ day of November 2009, between Pacific Capital Funds, a Massachusetts business trust (the “Trust”) and Bank of Hawaii, a Hawaii banking corporation.

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