AMENDMENT TO SUB-ADVISORY AGREEMENT Pacific Capital Mid-Cap Fund
Exhibit (d-19)
THIS AMENDMENT TO SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of June 29, 2007 among
Pacific Capital Funds, a Massachusetts business trust (the “Trust”), the Asset Management Group of
Bank of Hawaii (the “Adviser”), and Chicago Equity Partners, LLC (the “Sub-Adviser”).
WHEREAS, the parties have entered into a Sub-Advisory Agreement dated as of December 22, 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. Sub-Advisory Services. The following paragraphs are added to Section 3 of the
Current Agreement:
“(d) 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;
“(e) 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act of 2002; and
“(f) 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,
or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as
defined in the ▇▇▇▇ ▇▇▇) has occurred or is otherwise proposed to occur.”
2. 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.”
3. 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.
| ASSET MANAGEMENT GROUP OF BANK OF HAWAII |
||||
| By: | /s/ Jordan T. Ige | |||
| Name: | Jordan T. Ige | |||
| Title: | Senior Vice President | |||
| PACIFIC CAPITAL FUNDS | ||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Title: | President | |||
| CHICAGO EQUITY PARTNERS, LLC | ||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Title: | President | |||