Exhibit (d)(3.1)
THIRD ADDENDUM
THIS THIRD ADDENDUM, dated October 1, 2002, to the Investment
Advisory Agreement dated October 29, 1993 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") modifies
the Investment Advisory Agreement as follows:
1. Section 3 of the Investment Advisory Agreement is hereby
supplemented with respect to the New Asia Growth Fund, Small Cap Fund and
International Stock Fund series of the Trust by adding the following paragraph
after subsection (f) thereof, which paragraph supersedes the text set forth in
the Addendum dated July 25, 1995 and the Amended Addendum dated December 1,
1998:
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, subject to overall
supervision by the Investment Adviser. 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. 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.
2. Schedule A to the Investment Advisory Agreement is hereby
amended as follows:
The compensation payable to the Investment Adviser with
respect to the New Asia Growth Fund series of the Trust shall be the
annual rate of forty one-hundredths of one percent (0.40%) of the average
daily net assets of such Fund.
The compensation payable to the Investment Adviser with
respect to the International Stock Fund series of the Trust shall be the
annual rate of forty-five one-hundredths of one percent (0.45%) of the
average daily net assets of such Fund.
The compensation payable to the Investment Adviser with
respect to the Small Cap Fund series of the Trust shall be the annual rate
of fifty one-hundredths of one percent (0.50%) of the average daily net
assets of such Fund.
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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President Title: Executive Vice President