Exhibit (d)(3.2)
FORM OF AMENDMENT TO THIRD ADDENDUM
THIS AMENDMENT TO THIRD ADDENDUM, dated as of December 17, 2003,
modifies the Third Addendum dated October 1, 2002 (the "Third Addendum") to the
Investment Advisory Agreement dated October 29, 1993, as heretofore amended,
between Pacific Capital Funds, a Massachusetts business trust (the "Trust"), and
Hawaiian Trust Company, Ltd., a state-chartered trust company having its
principal place of business in Honolulu, Hawaii (Bank of Hawaii, the successor
by merger to Hawaiian Trust Company, Ltd., is hereinbelow referred to as the
"Investment Adviser"), as follows:
The supplement to Section 3 of the Investment Advisory Agreement, as
set forth in the Third Addendum, is hereby amended to read in full as follows:
In carrying out its responsibilities as described in
this Section 3, the Investment Adviser may, without limitation, subject
to the requirements of Section 15 of the 1940 Act (including the
requirements of Trustee and shareholder approval), retain one or more
sub-advisers to manage the portfolio of a Fund. Any such sub-adviser
shall have full investment discretion, including the discretion to
select broker-dealers, and shall make all determinations with respect
to investment of the portion of the Fund's assets assigned to it. In
the event the Investment Adviser retains one or more sub-advisers to
manage the portfolio of a Fund, the Investment Adviser is further
responsible for supervising and overseeing the activities and
performance of any such sub-adviser, for taking reasonable steps to
assure that each sub-adviser complies with the applicable Fund's
investment policies and procedures and with applicable legal
requirements, and for reporting to the Trustees regarding these
matters. Such sub-advisers will be retained at the Investment Adviser's
own cost and expense unless the Trust becomes a party to the
sub-advisory agreement, in which case the compensation to be paid to
such sub-adviser shall be paid directly by the Trust, subject to the
limitations of the second paragraph of Section 7 of the Investment
Advisory Agreement; provided, however, that in no event shall the total
advisory and sub-advisory fees paid by any Fund exceed the amount of
total advisory fees previously approved by the shareholders of the
Fund. Nothing in the preceding sentence shall limit the responsibility
of the Trust under Section 6 of the Investment Advisory Agreement for
the cost of portfolio securities and the transaction costs of
purchasing such portfolio securities (including brokerage commissions,
if any) purchased for the Funds.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above-written.
PACIFIC CAPITAL FUNDS BANK OF HAWAII
(formerly Pacific Century Trust)
(successor by merger to Hawaiian Trust Company,
Ltd.)
By: By:
Name: Name:
Title: Title
