Exhibit 23(d-10)
29 June 2006 First State Investments
International Limited
Pacific Capital Funds 00 Xx Xxxxxx Xxxxxx
CIO BISYS Fund Services 0000 Xxxxxxx Xxxx Xxxxxxxxx XX0 0XX
Xxxxxxxx
Xxxx 00000 Tot44(0) 131 473 2200
United States of America Fax44(0) 131 473 2222
Attention: President, Pacific Capital Funds Asset Management Group of Bank of
Hawaii
000 X. Xxxx Xxxxxx
Xxxxxxxx
Xxxxxx 0000.0
Xxxxxx Xxxxxx xx Xxxxxxx
Dear Sirs
Investment management agreement - First State Investments' intro-group
activities We refer to the proposed investment management agreement
("Agreement") between Pacific Capital Funds (the "Trust"), the Asset Management
Group of Bank of Hawaii (the "Adviser) and First State Investments International
Limited ("FSII"I. Pursuant to the Agreement, it is proposed that FSII carry out
investment management activities on behalf of the Trust in relation to The
Pacific Capital Asia Growth Fund (the "Portfolio").
The terms of the Agreement specify that, subject to the prior written consent of
the Trust and the Adviser, FSII may delegate any of the functions which are the
subject of the Agreement to any affiliated person of FSII and may provide
information about the Adviser and the Trust to any such affiliates in order that
delegation to them in relation to the Portfolio may be carried out The purpose
of this letter is to set out what activities are being carried out by affiliates
of FSII ('Affiliate Services") and to obtain the Trust's consent to those
activities.
By way of background, please note that FSII is a member of a group of companies
of which the Commonwealth Bank of Australia ("CBA") is the ultimate parent
company. One of the wholly-owned subsidiaries of CBA is an Australian company
called Colonial First State Group Limited. The wholly-owned subsidiaries of
Colonial First State Group Limited are affiliated companies of FSII for the
purposes of this letter ("Afliates" and include First State Investments
companies based in Hong Kong and Singapore. FSII's local group (i.e. companies
based in the UK) are all subsidiaries of an English company called First State
Investments (UK Holdings) Limited and are called the TSI UK group" for the
purposes of this letter. A group structure chart ("Chart") setting out these
relationships is attached.
It is important to note that all such Affiliated companies have CBA as their
ultimate parent company and use very similar procedures and controls across all
jurisdictions so that all group clients interests are not prejudiced.
First State Investments International Limited
Authorised and regulated by
the Financial Services Authority
Registered number 79063 Scotland
Registered office 00 Xx Xxxxxx Xxxxxx
Xxxxxxxxx 0000XX
Employment Supervision and Control
We refer to the Chart. Employees of the FSI UK group are employed by an
Affiliate of FSII called First State Investment Services (UK) Limited
("Services"). The employing Affiliates in Hong Kong and Singapore are First
State (Hong Kong) LLC and First State Investments (Singapore) respectively.
Contracts of employment with Services contain the following clause:
"Your contract of employment is with First State Investment Services (UK)
Limited, a wholly owned subsidiary of First State Investments (UK Holdings)
Limited (a subsidiary of Commonwealth Bank of Australia). As an employee of
First State Investment Services (UK) Limited you may be required to provide
services to other companies in the First State Investments group. For the
purposes of this contract, "First State Investments' shall mean any undertaking
which for the time being is a parent undertaking, subsidiary undertaking,
affiliate of First State Investment Services (UK) Limited or of any such parent
undertaking."
As a result, when employees of Services are acting on behalf of clients
contracted to FSII, they are deemed to be providing their services direct to
FSII. All such employees will, when providing their services to FSII, be under
the direct supervision and control of FSII.
Again, whilst employment contracts in Hong Kong and Singapore for historical
reasons do not contain the clause referred to above, employees in those
jurisdictions are nonetheless also deemed to be providing. services to FSII and
to be subject to the direct supervision and control of FSII.
Affiliate services
The Affiliate Services currently include the following:
1-. As you know, the manager of the Portfolio is Xxxxxxxx Xxxxxxxx. He is
employed by the FSI UK group, but is physically based in Singapore.
Accordingly, certain minor administrative functions (for instance, the
provision of an office, telephone and computer, etc) in relation to
his activities for the Portfolio will be carried out by an Affiliate
of FSII.
2. In addition, investment team members based in Asia (and employed by
Affiliates which- are not part of the FSI UK group) provide research
input on relevant stocks, economies and markets to the portfolio
manager from time to time. These may take written form or be discussed
at team meetings which are undertaken as part of the investment
process. Please see below for an explanation of the role team
discussions play in our investment process.
3. In order to enhance the abilities of FSII in relation to trading and
settlement for the Portfolio across relevant time zones, the dealing,
settlement of trades and other activities associated with transactions
for the Portfolio may be carried out by Affiliates of FSII, when
deemed advantageous.
4. Again in order that time differences do not prejudice the way in which
the Portfolio is managed, the client relationship rote for the
Portfolio may be facilitated by the use of members of our team based
in Asia. Currently, it is intended that this facilitation role be
carried out by Xxxxxxxxx Xxx and Xxxxxxxx Xxx, who act out of
Singapore and are employed locally by the relevant First State
Investments entity there. Once the Agreement is signed, your primary
client relationship contact will be with Xxxx Xxxxxxx, as you know.
She is employed by the FSI UK group.
5. Finally, certain client reporting in relation to the Portfolio will be
carried out by Affiliates of FSII. However, it is intended that the
major monthly reporting function will primarily be carried out by the
FS! UK group. Notwithstanding where these reports originate, any
questions or comments you may have on them should naturally be
addressed through Xxxx Xxxxxxx.
if you have any questions on the above or would like any further explanation of
why it is proposed that the Affiliate Services be carried out in the above
manner, please do not hesitate to contact us.
In particular, as referred to above, please note that team discussions form a
key part of the First State investments process, and are undertaken by team
members based in different locations and employed by local Affiliates of FSII.
Team members will also play different roles for different accounts -- for
instance, a portfolio manager for one account may be an analyst for another.
Again, if you would like further information here, please feel free to contact
us at any time.
In order to comply with the requirement contained in the Agreement that prior to
undertaking any delegation, your written consent must be obtained, we should be
very grateful if you would give that consent to the Affiliate Services by
signing and returning the enclosed copy of this letter.
Yours faithfully
/s/ X. X. Xxxxxx
-------------------------------------
X.X. Xxxxxx
Director
Accepted and Agreed:
/s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------------------
For and on behalf of Pacific Capital Funds
Date: 6/30/06
Accepted and Agreed:
/s/ Xxxxxx Xxx
-------------------------------------
For and on behalf of Asset Management Group of Bank of Hawaii
First State Investments Internabonal Limited
Authorised and regd by
the uncial Services Authority
Registered number 79033 Scotland
Registered office 00 Xx Xxxxxx Xxxxxx
Xxxxxxxxx XX00X0
FSI GROUP STRUCTURE
[ORGANIZATIONAL FLOW CHART]
