Exhibit 23(d-8)
REIMBURSEMENT AGREEMENT
This Agreement is entered into as of February 2, 2006, between Pacific
Capital Funds, a Massachusetts business trust (the "Trust"), on behalf of each
of its series (the "Funds"), and The Asset Management Group of Bank of Hawaii
("BOH").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company, and offers shares in
several portfolios (the "Funds");
WHEREAS, The Asset Management Group of Bank of Hawaii (a separately
identifiable department or division of BOH) serves as investment adviser to the
Funds;
WHEREAS, the Trust intends to periodically enter into various agreements
(each, an "Intermediary Agreement") with broker-dealers, banks, retirement plan
administrators or other institutions (each, an "Intermediary") that agree to
make shares of one or more Funds available to their customers, which
Intermediaries will, in accordance with the relevant Intermediary Agreement,
provide certain recordkeeping, processing and/or other administrative services
(the "Services");
WHEREAS, each Intermediary will be entitled to receive certain compensation
("Compensation") for such Services at a contractual fee rate (the "Fee Rate");
and
WHEREAS, BOH desires to pay for some or all of the Compensation with
respect to the Intermediary Agreements at the rate referred to as the "Proposed
Payment Arrangements" set forth on Exhibit A attached hereto as may be revised
from time to time (the "Schedule"), on the terms and conditions set forth
herein.
Accordingly, the parties hereto agree as follows:
1. Fees and Expenses.
(a) BOH agrees to pay the amounts of the Proposed Payment Arrangement as
set forth on the Schedule for the Intermediary Names listed on the Schedule.
Upon termination of this Agreement before the end of any month, the amount for
such part of a month shall be prorated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. Except as otherwise provided herein, each party
shall bear the expenses associated with performing its obligations under this
Agreement.
(b) BOH shall have no obligation to pay any amount hereunder with respect
to any Intermediary Agreement until: (i) a revised Schedule has been executed by
all parties with respect to such Intermediary Agreement and executed copies of
the Intermediary Agreement have been received by each party; and (ii) the Board
of Trustees of the Trust (the "Board") has made a determination that no portion
of the Compensation that may be payable by BOH as set forth on the Schedule is
paid for the purpose of directly or indirectly financing distribution of the
shares of the Trust and that the Compensation is reasonable in relation to the
services provided. The Trust shall provide BOH reasonable notice prior to
entering into or upon the termination of any Intermediary Agreement, and the
Trust shall provide BOH prompt notice of any determination by the Board that any
portion of the Proposed Payment Arrangement is paid for the purpose of directly
or indirectly financing distribution of the shares of the Trust.
2. Maintenance of Records. BOH shall keep and maintain on behalf of the Trust
all books and records which the Trust is required to keep and maintain in
connection with the payments to be made hereunder. BOH further agrees that all
such books and records shall be the property of the Trust and to make such books
and records available for inspection by the Trust or by the Securities and
Exchange Commission at reasonable times and otherwise to keep confidential all
such books and records and other information relative to the Trust and its
shareholders, except when requested to divulge such information by regulatory
authorities or court process.
3. Operations of the Funds. In no way shall the provisions of this Agreement
limit the authority of the Trust or BOH to take such lawful action as either of
them may deem appropriate or advisable in connection with all matters relating
to the operation and sale of the Funds and the sale of the shares in the Funds.
The parties acknowledge that nothing in this Agreement shall in any way preclude
or prevent the Board from taking any actions deemed necessary by the Board in
furtherance of their fiduciary duties to the Trust, the Funds and their
shareholders, which, among other things, may include the refusal to sell Shares
of any Fund to any person, or to suspend or terminate the offering of the Shares
of any Fund, if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Trustees, acting in
good faith and in light of the Trustees' fiduciary duties under applicable law,
necessary in the best interests of the shareholders of any Fund.
4. Relationship of Parties / Division of Responsibilities. Neither of the
parties shall hold itself out as an agent of the other party with the authority
to bind such party with respect to the matters covered in this Agreement. The
Trust shall assume and retain full responsibility for determining each
Intermediary to be appointed as agent by the Funds, and for the acceptability of
the terms of each Intermediary Agreement. The Trust agrees and acknowledges that
(i) except as specifically provided hereunder with respect to certain payments
to be made by BOH, BOH makes no representations concerning, and take no
responsibility for, any Intermediary Agreement, and (ii) the Trust is not
relying upon BOH to review or evaluate the terms of any Intermediary Agreement
on behalf of the Trust.
5. Representations and Warranties. Each party represents and warrants that it is
free to enter into this Agreement, has full power and authority to enter into
this Agreement, has taken all action necessary to enter into and perform this
Agreement, and that by doing so it will not breach or otherwise impair any other
agreement or understanding with any other person, corporation, or other entity.
6. Governing Law. This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of The Commonwealth of Massachusetts.
7. Termination.
(a) Either party may terminate this Agreement without payment of any
penalty, upon 60 days' written notice to the other party.
(b) The obligations of BOH hereunder shall terminate immediately, without
payment of any penalty, upon the termination or non-renewal of the Investment
Advisory Agreement dated October 29, 1993, as amended, between BOH and the
Trust.
(c) This Agreement shall terminate immediately, without payment of any
penalty, upon the reasonable determination of either party, or the determination
of counsel to the Trust, that the payments made hereunder or the Intermediary's
provision of Services is in conflict with applicable law.
(d) Section 2 of this Agreement shall survive termination of this
Agreement.
8. Assignment. This Agreement shall not be assigned by any party hereto except
with the written consent of the other parties.
9. Modification. This Agreement, including Exhibit A, may be modified or
amended, and the terms of this Agreement.
10. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be an original but all of which together shall constitute one and
the same instrument.
11. Notices. All notices and other communications to BOH or the Trust will be
duly given if mailed or faxed to the address set forth below, or to such other
address as any party may provide in writing to the other parties. Any notice
provided hereunder shall be sufficiently given when sent by registered,
certified or overnight mail to: (i) BOH at the following address: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Jordan Ige; and (ii) the Trust
at the following address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
Attn: President, Pacific Capital Funds.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the date and year first written above.
PACIFIC CAPITAL FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President
THE ASSET MANAGEMENT GROUP OF BANK OF
HAWAII
By: /s/ Jordan T. Ige
------------------------------------
Jordan T. Ige
Title: Senior Vice President
Exhibit A
as amended effective September 28, 2006
FUNDS (SHARE CLASSES)
INTERMEDIARY NAME UNDER AGREEMENT FEE RATE SERVICES
----------------- ------------------------------ --------------- -----------------------------
LINCOLN All Funds (A Shares) 10 basis points - Establishing underlying
RETIREMENT shareholder accounts;
SERVICES COMPANY
LLC - Recordkeeping and
maintenance;
- Placing trades and
executing orders on
behalf of clients;
- Mailing Fund related
materials;
- Responding to client
inquiries;
- Other similar
administrative services.
FIDELITY / - Short Intermediate U.S. 10 basis points - Shareholder account set
NATIONAL Government Securities up and maintenance;
FINANCIAL Fund (A Shares)
SERVICES LLC - Shareholder assistance;
- Diversified Fixed Income
Fund (A Shares) - Transaction processing
and settlement;
- Small Cap Fund (A Shares)
- Shareholder account
FIDELITY INVESTMENTS statement preparation
INSTITUTIONAL OPERATIONS and distribution;
COMPANY, INC. ("FIIOC")
- Confirmation preparation
- Small Cap Fund (A and Y and distribution;
Shares)
- Payment of Fund
distributions;
- Prospectus fulfillment;
- Account-level tax
reporting.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Small Cap Fund (A Shares) 15 basis points - Record maintenance;
CO., INC.
- Shareholder
communication;
- Transactional services;
- Tax information and
reports