Exhibit (d)(2)(xii)
FORM OF NOVATION OF PORTFOLIO MANAGEMENT AGREEMENT
This Novation Agreement is entered into this 30/th/ day of September,
2002 by and among Allianz Dresdner Asset Management of America L.P. (formerly
PIMCO Advisors L.P.) ("▇▇▇▇"), a Delaware limited partnership,
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management LLC ("▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇"), a Delaware
limited liability company, and PIMCO Funds Advisors LLC ("PFA"), a Delaware
limited liability company.
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") has retained
▇▇▇▇ to render management services to the Trust's series pursuant to an
Investment Advisory Agreement dated May 5, 2000, as from time to time amended or
supplemented, and such agreement authorizes ▇▇▇▇ to engage sub-advisers to
discharge ADAM's responsibilities with respect to the management of such series;
WHEREAS, ▇▇▇▇ has appointed ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ to act as portfolio
manager to NACM Flex-Cap Value, NACM Core Equity, NACM Global, NACM Growth, NACM
International, NACM Pacific Rim and NACM Value (the "Funds") pursuant to the
terms of the Portfolio Management Agreement dated July 22, 2002, by and between
▇▇▇▇ and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ (as from time to time amended or supplemented, the
"Portfolio Management Agreement");
WHEREAS, ▇▇▇▇, PFA and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ are all registered with the
SEC as investment advisors under the Investment Advisers Act of 1940 and the
rules and regulations thereunder, as amended from time to time;
WHEREAS, the Trust and ▇▇▇▇ desire that ▇▇▇▇ be replaced as the Funds'
investment advisor by PFA in a transaction which does not result in a change of
actual control or management in accordance with Rule 2a-6 of the Investment
Company Act of 1940; and
WHEREAS, ▇▇▇▇ desires to affect a novation of the Portfolio Management
Agreement so that PFA is substituted for ▇▇▇▇ as a party to such agreement and
▇▇▇▇ is released from its obligations under such agreement, PFA desires to
accept the novation thereof, and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ desires to consent to such
novation;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions
contained herein, ▇▇▇▇ hereby affects a novation of the Portfolio Management
Agreement to substitute PFA for ▇▇▇▇ as party to such agreement (the
"Novation"), ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ hereby consents to such Novation and hereby
releases ▇▇▇▇ from all of its duties and obligations under the Portfolio
Management Agreement, and PFA hereby accepts the Novation and hereby releases
▇▇▇▇ from all of its duties and obligations under the Portfolio Management
Agreement and assumes all rights, duties and obligations of ▇▇▇▇ under such
agreement. Any procedures established from time to time by agreement between
▇▇▇▇ and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall be assigned to PFA, subject to the terms and
conditions contained herein and subject to amendment by mutual agreement of PFA
and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.
2. Term. The Novation shall become effective on the date hereof and
shall extend for so long as the terms specified in Section 14 of the Portfolio
Management Agreement are satisfied or until terminated in accordance with said
Section 14.
3. No Termination. The parties agree that the Novation shall not
constitute an "assignment" of the Portfolio Management Agreement for purposes of
Section 14 of the Portfolio Management Agreement or the 1940 Act, and that the
Portfolio Management Agreement, as so novated, shall remain in full force and
effect after the Novation.
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IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed as of the day and year first above written.
ALLIANZ DRESDNER
ASSET MANAGEMENT
OF AMERICA L.P.
By:______________________
Name:
Title:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
CAPITAL MANAGEMENT LLC
By:______________________
Name:
Title:
PIMCO FUNDS ADVISORS LLC
By:______________________
Name:
Title:
