AMENDMENT TO SUB-ADVISORY AGREEMENT Pacific Capital Funds
Exhibit (d-18)
THIS AMENDMENT TO SUB-ADVISORY AGREEMENT is made as of January 1, 2008 among Pacific Capital
Funds, a Massachusetts business trust (the “Trust”), the Asset Management Group of Bank of Hawaii
(the “Adviser”), and Mellon Capital Management Corporation (“MCM”).
WHEREAS, the Trust, the Adviser and Mellon Equity Associates, LLP (“MEA”) entered into a
Sub-Advisory Agreement dated as of June 26, 2007 (the “Sub-Advisory Agreement”) with respect to a
portion of the Pacific Capital Small Cap Fund series of the Trust (the “Fund”), pursuant to which
MEA agreed to provide services as a sub-adviser with respect to the Fund; and
WHEREAS, on December 31, 2007, MEA merged into MCM; and
WHEREAS, Section 14 of the Sub-Advisory Agreement provides that the obligations of MEA will
bind and inure to the benefit of its successors without further action; and
WHEREAS, MEA has provided the Trust with a legal opinion that such merger did not result in
the “assignment” of the Sub-Advisory Agreement as defined by the Investment Company Act of 1940, as
amended (the “1940 Act”) and therefore does not result in the automatic termination of the
Sub-Advisory Agreement pursuant to the 1940 Act; and
WHEREAS, the parties wish to amend the Sub-Advisory Agreement to reflect the substitution of
MCM as a party thereto in place of MEA;
NOW, THEREFORE, for good and valuable consideration, the parties agree that the Sub-Advisory
Agreement is amended as follows, effective as of the date first set forth above:
1. Succession by Merger. Effective as of the date hereof, MCM shall serve as
Sub-Adviser to the Fund pursuant to the Sub-Advisory Agreement, and all references in the
Sub-Advisory Agreement to the Sub-Adviser shall be deemed references to MCM.
2. No Other Changes. Except as modified hereby, all provisions of the Sub-Advisory
Agreement shall remain in full force and effect.
Exhibit (d-18)
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 |
MELLON CAPITAL MANAGEMENT CORPORATION |
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||
Name:
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▇▇▇▇ ▇▇▇▇▇▇ | Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||
Title:
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Sr. Executive Vice President | Title: | Managing Director | |||||
PACIFIC
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CAPITAL FUNDS | |||||||
By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||
Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||
Title:
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President | |||||||