AMENDMENT TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Pacific Capital Small Cap Fund
Exhibit (d-16)
THIS AMENDMENT TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of
June 26, 2007 among Pacific Capital Funds, a Massachusetts business trust (the “Trust”), the Asset
Management Group of Bank of Hawaii (the “Adviser”), and Xxxxxxxx-Xxxxxxxxx Capital Management, a
California limited partnership (the “Sub-Adviser”).
WHEREAS, the parties have entered into an Amended and Restated Sub-Advisory Agreement dated as
of June 14, 2006 (the “Current Agreement”); and
WHEREAS, the parties wish to revise the Current Agreement in certain respects;
NOW, THEREFORE, for good and valuable consideration, the parties agree that the Current
Agreement is hereby amended as follows, effective as of the date first set forth above:
1. Termination of Value Style Services. Section 2(a) of the Current Agreement is
amended to read in full as follows: “All assets of the Account shall be managed by Sub-Adviser
using its ‘systematic small cap style’ of asset management.”
2. Sub-Advisory Services. The following paragraphs are added to Section 2(b) of the
Current Agreement:
“(7) notify the Adviser and the Trust immediately upon detection of (i) any
material failure to manage the Account in accordance with the Fund’s investment
objectives and policies or any applicable law, or (ii) any material breach of any
of the Fund’s or the Sub-Adviser’s policies, guidelines or procedures; correct
any such failure or breach promptly; and take any action that the Board may
reasonably request in connection with any such breach;
“(8) upon request, provide the Adviser and the officers of the Trust with
supporting certifications which pertain to services being provided by the
Sub-Adviser hereunder, in connection with any filings and certifications made
pursuant to The Xxxxxxxx-Xxxxx Act of 2002; and
“(9) promptly notify the Adviser and the Trust in the event (i) the Sub-Adviser
is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation at law, or in equity, before or by any court, public board, or
body, involving the affairs of the Trust (excluding class action suits in which
the Fund is a member of the plaintiff class
by
reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with federal or
state securities laws, (ii) an actual change in control of the Sub-Adviser
resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is
otherwise proposed to occur, or (iii) any change in its membership occurs so long
as it is organized as a partnership.”
3. Compensation. Section 8 of the Current Agreement is amended to read in full as
follows: “For the services provided and the expenses assumed with respect to the Fund pursuant to
this Agreement, the Sub-Adviser will be entitled to a fee, computed daily and payable quarterly
directly by the Trust, calculated as follows: 0.70% of average daily net assets.”
4. Compliance with Rule 17a-10. Section 5 of the Current Agreement is amended to add
the following as an additional paragraph at the end thereof: “Sub-Adviser shall not consult with
the Adviser, or any other sub-advisor to the Fund or any other series of the Trust, concerning
transactions for the Fund or any other series of the Trust in securities or other assets, except as
permitted by the1940 Act and the rules of the Securities and Exchange Commission adopted pursuant
to the 1940 Act.”
5. No Other Changes. Except as modified hereby, all provisions of the Current
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers designated below as of the day and year first set forth above.
[********* SIGNATURE PAGE FOLLOWS ********]
| ASSET MANAGEMENT GROUP OF BANK OF HAWAII |
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| By: Name: |
/s/ Jordan T. Ige
|
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| Title: | Senior Vice President | |||||
| PACIFIC CAPITAL FUNDS | ||||||
| By: Name: |
/s/ Xxxxxx X. Xxxxxxx
|
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| Title: | President | |||||
| XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT |
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| By: Name: |
/s/ Xxxxxxx X. Field
|
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| Title: | General Counsel | |||||
