Exhibit 23 (h-7)
AMENDMENT NO. 2 TO
TRANSFER AGENCY AGREEMENT
AMENDMENT made the 1st day of July, 2006, between PACIFIC CAPITAL FUNDS
(the "Trust"), a Massachusetts business trust having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES
OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business
at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to that certain Transfer Agency
Agreement, dated February 1, 2002, between the Trust and BISYS (as amended and
in effect on the date hereof, the "Agreement").
WHEREAS, under the Agreement BISYS is designated as the Trust's transfer
agent and performs the transfer agency services for the Trust that are
enumerated in the Agreement or a Schedule thereto;
WHEREAS, BISYS and Trust wish to enter into this Amendment to the Agreement
in order to extend the term of the Agreement and to revise the fee schedule.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and BISYS hereby agree as follows:
1. Amendments.
(a) Section 1 of the Agreement is hereby amended by inserting the
following at the end of the first sentence of Section 1:
"in accordance with the service standards set forth in Schedule E
attached hereto."
(b) Schedule E attached hereto is hereby incorporated and made a part of
the Agreement.
(c) Section 5 of the Agreement is hereby amended by changing the date
"June 30, 2006" in the first sentence of Section 5 to read "December
31, 2009."
(d) Schedule C of the Agreement is hereby deleted and replaced in its
entirety with Schedule C attached hereto.
2. Representations and Warranties.
(a) The Trust represents that it has full power and authority to enter into
and perform this Amendment and that this Amendment has been presented to the
Trust's Board of Trustees and that the Board of Trustees has approved this
Amendment.
(b) BISYS represents 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 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.
* * * * *
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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: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: President
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BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
----------------------------------
Title: President
---------------------------------
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
PACIFIC CAPITAL FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENT FEES*
Transfer Agency Fees for Pacific Capital Funds:
$20.00 per direct account per year
$15.00 per networked account per year
$ 1.00 per closed account per year
BISYS shall also receive a per Fund charge of $45,000 per annum, which fee
shall cover up to 4 classes per Fund, plus an additional per Fund charge of
$10,000 per annum for each additional class in excess of 4. These fees shall be
payable in monthly increments.
In addition, a fee of $15.00 per XXX account will be charged per year to each
XXX account.
The per Fund fees payable hereunder shall be subject to increase annually
following the first year of the Initial Term to reflect any annual percentage
increase in the Consumer Price Index published by the U.S. Department of Labor.
* These fees are in addition to the fees and out-of-pocket expenses provided
for elsewhere in this Agreement.
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SCHEDULE E
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
PACIFIC CAPITAL FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
SERVICE STANDARDS
The service standards are subject to all terms and conditions of this Agreement,
including without limitation, Section 6, and BISYS shall not be subject to the
service standards set forth herein in the case of events beyond BISYS'
reasonable control including, without limitation, force majeure events and/or
when BISYS has declared a disaster and must operate pursuant to its disaster
recovery and business continuity plan. In addition, it is understood and agreed
that the service standards are dependent upon timely cooperation and timely
authorization of filings by the Trust and its investment adviser. BISYS shall
have no liability for any failure to meet service standards that, directly or
indirectly, arises from actions, delays or failures of the Trust or its
investment adviser.
BISYS' performance with respect to the service standards in this Agreement, the
Sub-Administration Agreement among BISYS, the Bank of Hawaii and the Trust as
amended as of the date hereof, and the Fund Accounting Agreement between BISYS
and the Trust, as amended as of the date hereof (collectively, the "Service
Agreements") shall be measured on a rolling three-month basis and reported on a
monthly basis for the previous three months by each category of service standard
(category 1, category 2 and category 3) in the aggregate for all Service
Agreements (without regard to the Service Agreement under which such services
were provided).
If BISYS fails to meet two or more service standards within the same category
(without regard to Service Agreement) in any calendar month, such failure shall
be referred to as "Similar Deficiency." If a Similar Deficiency occurs in such
calendar month and the immediately preceding calendar month, the Trust shall be
entitled to a 2.5% reduction in its Net Fees (as defined below) payable to BISYS
for the following calendar month. If a Similar Deficiency occurs in such
calendar month and each of the two immediately preceding calendar months, the
Trust shall be entitled to a 5.0% reduction in its Net Fees payable to BISYS for
the following calendar month.
If BISYS fails to meet two or more service standards within different categories
(without regard to Service Agreement) in any calendar month, such failure shall
be referred to as a "Different Deficiency"). If a Different Deficiency occurs in
such calendar month and the immediately preceding calendar month, the Trust
shall not be entitled to any reduction in its Net Fees payable to BISYS for the
following calendar month. If a Different Deficiency occurs in such calendar
month and each of the two immediately preceding calendar months, the Trust shall
be entitled to
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a 2.5% reduction in its Net Fees payable to BISYS for the following calendar
month. If a Different Deficiency occurs in such calendar month and each of the
three immediately preceding calendar months, the Trust shall be entitled to a
5.0% reduction in its Net Fees payable to BISYS for the following calendar
month.
"Net Fees" for a particular month shall mean the aggregate fees payable under
the Service Agreements, excluding any out-of-pocket expenses or miscellaneous
service fees, such as ad hoc reports) with respect to such month's services.
Furthermore, if Similar or Different Deficiencies occur in three months of any
rolling four month period, then the Trust shall be entitled to a 2.5% reduction
in the Net Fees payable to BISYS for the following month.
However, in no event will the Trust be entitled to a fee reduction greater than
5.0% in any given month.
ITEM FACTOR SERVICE LEVEL
---- ------ -------------
Purchases, Redemptions, Exchanges, Accuracy 98% or better
Distributions, Adjustments - Calculations are based on BISYS' service team
Category 2 level's performance where measurements are based
on overall performance of the team servicing
multiple clients, including the Trust.
Maintenance (including address Accuracy 95% or better
changes, option changes, transfer Calculations are based on BISYS' service team
of assets), New Accounts, Account level's performance where measurements are based
Closures - Category 2 on overall performance of the team servicing
multiple clients, including the Trust.
Incoming Calls - Category 2 Timeliness 85% answered within twenty (20) seconds
Average answer speed - Category 2 Timeliness Within twenty (20) seconds
Abandon rate - Category 2 Quality Not greater than 2.5%
General correspondence - Category 2 Timeliness 95% response within three (3) business days
Calculations based on BISYS' service team level's
performance where measurements are based on
overall performance of the team servicing
multiple clients, including the Trust.
Confirmations - Category 2 Timeliness 100% mailed within three (3) days of the relevant
transaction.
Monthly statements - Category 2 Timeliness 100% mailed within five (5) days of the relevant
month end.
Form 1099-DIV Year-End Tax Timeliness Prepare and mail notices to shareholders and
Information - Category 2 vendors by January 31 of following tax year.
Form 1099-MIS Additional Year-End Timeliness Prepare and mail notices to shareholders within
Tax Information - Category 2 45 calendar days of calendar year-end.
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