EXHIBIT (D)(3)
SUPPLEMENT TO
INVESTMENT ADVISORY CONTRACT
PIMCO Variable Insurance Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
_________________ , 1999
Pacific Investment Management Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: Total Return Portfolio II
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
Pacific Investment Management Company (the "Adviser") as follows:
1. This Trust is an open-end investment company organized as a Delaware
business trust, and consisting of such investment Portfolio as have been or
may be established by the trustees of the trust from time to time. a
separate series of shares of beneficial interest of the trust is offered to
investors with respect to each investment portfolio. The total return
portfolio ii (the "portfolio") is a separate investment portfolio of the
Trust.
2. The Trust and the Adviser have entered into an Investment Advisory Contract
("Contract") dated December 31, 1997 pursuant to which the Trust has
employed the Adviser to provide investment advisory and other services
specified in the Contract, and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Contract, the Trust hereby appoints the
Adviser to serve as Investment Adviser with respect to the Portfolio, and
the Adviser accepts such appointment, the terms and conditions of such
employment to be governed by the Contract, which is hereby incorporated
herein by reference.
4. As provided in paragraph 7 of the Contract and subject to further
conditions as set forth therein, the Trust shall with respect to the
Portfolio pay the Adviser a monthly fee on the first business day of each
month, based upon the average daily value (as determined on each business
day at the time set forth in the Prospectus for determining net asset value
per share) of the net assets of the Portfolio during the preceding month a
fee at an annual rate of .40%.
5. This Supplement and the Contract shall become effective with respect to the
Portfolio on ______________, 1998 and shall continue in effect with respect
to the Portfolio for a period of more than two years from that date only so
long as the continuance is specifically approved at least annually (a) by
the vote of a majority of the outstanding voting securities (as defined in
the 1940 Act) of the Portfolio or by the Trust's Board of Trustees and (b)
by the vote, cast in person at a meeting called for the purpose, of a
majority of the Trust's trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party. This
Contract may be terminated with respect to the Trust at any time, without
the payment of any penalty, by a vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Portfolio or by a
vote of a majority of the Trust's entire Board of Trustees on 60 days'
written notice to the Adviser or by the Adviser on 60 days' written notice
to the Trust. This Contract shall terminate automatically in the event of
its assignment (as defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PIMCO VARIABLE INSURANCE TRUST
By:
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Title:
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:
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Title:
