FORM OF AMENDMENT TO SUBADMINISTRATION AGREEMENT
Exhibit (h-14)
FORM
OF AMENDMENT TO SUBADMINISTRATION AGREEMENT
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”).
WHEREAS, the parties wish to change the termination provisions of the Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties hereby agree to amend the Agreement as follows:
1. Termination.
Notwithstanding anything in the Agreement to the contrary, the Agreement shall continue in
effect until terminated as follows: any party may terminate the Agreement at any time upon the
provision of thirty days’ prior written notice to the other parties.
2. Representations and Warranties.
(a) The Trust represents that (i) it has full power and authority to enter into and perform
this Amendment, (ii) this Amendment, has been presented to and reviewed by the Board of Trustees of
the Trust (the “Board”), and (iii) the Board has approved this Amendment.
(b) Citi and the Bank each represent that it has full power and authority to enter into and
perform this Amendment.
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 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.
(e) This Amendment has been executed on behalf of the Trust by the undersigned officer of the
Trust in his or her capacity as an officer of the Trust. The obligations of this Amendment shall
only
be binding upon the assets and property of the Trust and shall not be binding upon any Board
member, officer or shareholder of the Trust individually.
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 | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Date: | ||||||
| BANK OF HAWAII | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Date: | ||||||
| CITI FUND SERVICES OHIO, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Date: | ||||||
