AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit (h-2)
AMENDMENT TO
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT
AMENDMENT made as of January 1, 2008, between PACIFIC CAPITAL FUNDS, a Massachusetts business
Trust (the “Trust”) and BANK OF HAWAII, a Hawaii banking corporation (“Bank of Hawaii”).
WHEREAS, the parties have entered into an Administration Agreement dated as of July 1, 2006
(the “Agreement”); and
WHEREAS, the parties wish to revise the Agreement in certain respects;
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:
1. Amendments. Schedule A of the Agreement shall be amended as follows:
(a) Item 8 shall be replaced in its entirety with the following: “Review, examine, monitor,
and act as liaison with respect to the operations and performance of various organizations
providing services to the Trust or any Fund, including the distributor, custodian,
sub-administrator, fund accountant, and transfer agent, and, at the request of the Board, report to
the Board on the performance of such organizations, and negotiate, coordinate and facilitate
execution of the Trust’s agreements with such service providers and submit the same for review by
the Trust and its counsel;”
(b) Item 10 shall be replaced in its entirety with the following: “Work with the Trust’s Chief
Compliance Officer to facilitate the review of Trust policies and procedures and coordinate
changes;”
(c) Item 14 shall be replaced in its entirety with the following: “Coordinate with the
sub-administrator and distributor to support the Fund’s web sites;”
2. Representations and Warranties.
(a) The Trust represents (i) that it has full power and authority to enter into and perform
this Amendment, (ii) that this Amendment, and all information relating thereto has been represented
to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has
approved this Amendment.
(b) Bank of Hawaii represents that it has full power and authority to enter into and perform
this Amendment.
Exhibit (h-2)
3. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this
Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject
matter covered herein, including any conflicting provisions of the Agreement or any provisions of
the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment)
and in every other agreement, contract or instrument to which the parties are bound, shall
hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as
provided in this Amendment, the provisions of the Agreement remain in full force and effect. No
amendment or modification to this Amendment shall be valid unless made in writing and executed by
both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be
used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all
of which, taken together, shall constitute one and the same agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as
of the day and year first above written.
| PACIFIC CAPITAL FUNDS |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | President | |||
| BANK OF HAWAII |
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| By: | /s/ Xxxxxxxx Xxx | |||
| Name: | Xxxxxxxx Xxx | |||
| Title: | Vice President | |||
