Exhibit 5(b)(iii)
ADDENDUM TO PORTFOLIO MANAGEMENT AGREEMENT
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The Portfolio Management Agreement, made the 15th day of November, 1994 and
amended the 14th day of January, 1997 (the "Agreement"), between PIMCO Advisors
L.P. ("PIMCO Advisors" or "Adviser"), a limited partnership, and NFJ Investment
Group ("NFJ" or "Portfolio Manager"), a general partnership, is hereby amended
as set forth in this Addendum to the Agreement, which is made this 4th day of
June, 1998.
WITNESSETH:
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") is authorized to
issue shares of beneficial interest in separate series, with each such series
representing interests in separate portfolios of securities and other assets;
and
WHEREAS, the Trust currently consists of multiple separate series,
including those series designated as PIMCO Equity Income Fund, PIMCO Value Fund,
PIMCO Small-Cap Value Fund, PIMCO Capital Appreciation Fund, PIMCO Mid-Cap
Growth Fund, PIMCO Small-Cap Growth Fund, PIMCO Micro-Cap Growth Fund, PIMCO
Core Equity Fund, PIMCO Mid-Cap Equity Fund, PIMCO Enhanced Equity Fund, PIMCO
Structured Emerging Markets Fund, PIMCO Tax-Efficient Structured Emerging
Markets Fund, PIMCO Emerging Markets Fund, PIMCO International Developed Fund,
PIMCO Balanced Fund, PIMCO International Fund, PIMCO International Growth Fund,
PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity
Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, PIMCO Precious Metals Fund,
PIMCO Value 25 Fund, PIMCO Tax-Efficient Equity Fund, and PIMCO Hard Assets
Fund; and
WHEREAS, the Trust has retained PIMCO Advisors to render management
services to the Funds pursuant to an Amended and Restated Investment Advisory
Agreement dated as of November 15, 1994, as amended and restated as of January
14, 1997 and further supplemented from time to time, and such agreement
authorizes the Adviser to engage portfolio mangers to discharge the Adviser's
responsibilities with respect to the management of the investment portfolios of
the Trust; and
WHEREAS, the Adviser has retained NFJ to furnish investment advisory
services to PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small-Cap Value
Fund, and a portion of the Common Stock Segment of the Balanced Fund (together,
the "Funds"); and
WHEREAS, the Adviser desires to retain NFJ to furnish investment advisory
services to PIMCO Value 25 Fund and PIMCO Hard Assets Fund (the "New Funds") and
Parametric desires to acknowledge and accept such retention pursuant to this
Addendum;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. The first sentence of Paragraph one (1) ("Appointment") of the
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Agreement is hereby amended and restated as follows:
"1. Appointment. The Adviser hereby appoints NFJ Investment
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Group to act as Portfolio Manager to PIMCO Equity Income
Fund, PIMCO Value Fund, PIMCO Small-Cap Value Fund, PIMCO
Value 25 Fund, PIMCO Hard Assets Fund, and a portion of the
Common Stock Segment of the Balanced Fund allocated to NFJ by
PIMCO Advisors (together, the "Funds"); and
2. Paragraph five (5) ("Compensation") of the Agreement is hereby amended
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and restated as follows:
"5. Compensation. For the services provided, the Adviser will pay
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the Portfolio Manger a fee for each Fund accrued and computed daily
and payable monthly at the following annual rate based on the
average daily net assets of such Fund:
Fund Fee Rate
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Equity Income Fund 0.35%
Value Fund 0.35%
Small-Cap Value Fund 0.50%
Value 25 Fund 0.40%
Hard Assets Fund 0.50%
Portion of the Common Stock
Segment of the Balanced
Fund allocated to NFJ 0.35%.
3. This Addendum and the Agreement shall take effect with respect to each
New Fund on July 5, 1998, and shall remain in effect, unless sooner terminated
as provided in the Agreement and herein, with respect to such New Fund for two
years from such date and continue thereafter on an annual basis with respect to
the New Fund; provided that such annual continuance is specifically approved at
least annually (a) by the vote of a majority of the Board of Trustees of the
Trust, or (b) by the vote of a majority of the outstanding voting shares of the
New Fund, and provided that continuance is also approved by the vote of a
majority of the Board of Trustees of the Trust who are not parties to this
Addendum or the Agreement or "interested persons" (as such term is defined in
the 0000 Xxx) of the Trust, the Adviser, or the Portfolio Manager, cast in
person at a meeting called for the purpose of voting on such approval. This
Addendum and the Agreement may not be materially amended with respect to a New
Fund without a majority vote of the outstanding voting shares (as defined in the
0000 Xxx) of such New Fund.
This Addendum and the Agreement may be terminated with respect to a New
Fund:
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(a) by the Trust at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Trust or by vote of a majority of the
outstanding voting shares of the Trust or by vote of a majority of the
outstanding voting shares of such New Fund, on 60 days' written notice to the
Portfolio Manager;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust; or
(c) by the Adviser any time, without the payment of any penalty, upon
60 days' written notice to the Portfolio Manager.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the 0000 Xxx) of a New Fund
shall be effective to continue the Addendum and the Agreement with respect to
such New Fund notwithstanding (a) that this Addendum and the Agreement has not
been approved by the holders of a majority of the outstanding shares of any
other Fund or other investment portfolio of the Trust, or (b) that this Addendum
and the Agreement has not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise. The Agreement, as amended by this Addendum,
will terminate automatically with respect to the services provided by the
Portfolio Manager in the event of its assignment, as that term in defined in the
1940 Act, by the Portfolio Manager.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below.
PIMCO ADVISORS L.P.
By:_____________________________
Title:
NFJ INVESTMENT GROUP
By:_____________________________
Title:
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