Exhibit 99.B9(c)
Amended and Restated Blue Sky Service Agreement
Amended and Restated
BLUE SKY SERVICE AGREEMENT
Blue Sky Service Agreement dated as of March 30, 1995, by and between PIMCO
Advisors Funds, a Massachusetts business trust (the "Trust"), and PIMCO Advisors
L.P., a Delaware limited partnership.
WHEREAS, the Trust and PIMCO Advisors L.P. desire to amend and restate the
existing agreement pursuant to which PIMCO Advisors L.P.
provides without additional fees Blue Sky compliance services to the Trust; and
WHEREAS, the maintenance of the qualification of Class A, Class B and Class C
shares of the Trust in the several states would assist in the effort to maintain
or increase the level of the Trust's assets and consequently the level of
advisory fees payable to PIMCO Advisors L.P. pursuant to the various Management
Contracts between the Trust and PIMCO Advisors L.P. with consequent benefit to
PIMCO Advisors L.P.;
NOW THEREFORE, the parties hereto agree as follows:
1. Registration and Qualification of Shares
PIMCO Advisors L.P. agrees to do all acts and things as shall from time to
time be reasonably necessary for the purpose of qualifying and maintaining
qualification of each class and series of shares of the Trust as set forth
in the Trust's Prospectus as from time to time in effect (each a "Fund")
for sale under the so-called "Blue Sky" laws of any state or U.S.
jurisdiction or for maintaining the registration of the Trust and of the
shares under the Securities Act of 1933 and the Investment Company Act of
1940, to the end that there will be available for sale from time to time
such number of shares of each Fund and the Trust as the principal
underwriter of the Trust may reasonably be expected to sell. The Trust
agrees to do all such acts and things and execute such certificates and
other documents as my be reasonably requested by PIMCO Advisors L.P. in
furtherance of the foregoing. Each party shall advise the other party
promptly of (a) any action of the Securities and Exchange Commission or any
authorities of any state or territory, of which it may advise, affecting
registration or qualification of the Trust, any Fund or the shares thereof,
or rights to offer such shares for sale, and (b) the happening of any event
which makes untrue any statement in the registration statement or the
prospectus, or which requires the making of any change in the registration
statement or prospectus in order to make the statements therein not
misleading.
2. Compensation; Expenses
The Trust will pay or reimburse PIMCO Advisors L.P. for all expenses of
qualifying shares of each Fund and the Trust for sale under the Blue Sky
laws of any state. PIMCO Advisors L.P. will receive no compensation from
the Trust or any Fund for performing services under this Agreement.
Blue Sky Agreement
Page 2
3. Indemnification of Trust
PIMCO Advisors L.P. agrees to indemnify and hold harmless the Trust, the
Funds and each person who has been, is or may hereafter be a Trustee of the
Trust against all expenses reasonably incurred by any of them in connection
with any claim or in connection with any action, suit or proceeding to
which any of them may be a party, which arises out of or is alleged to
arise out of any failure by PIMCO Advisors L.P. to discharge its
responsibilities under this Agreement or any failure to maintain the
registration or qualification of shares of each Fund and the Trust under
the Blue Sky laws of any jurisdiction, except for actions, suits or
proceedings arising out of the gross negligence or willful misconduct of
the Trust. The term "expenses" includes amounts paid in satisfaction of
judgments or in settlements which are made with PIMCO Advisors L.P.'s
consent. The foregoing rights of indemnification shall be in addition to
any other rights to which any Fund, the Trust or a Trustee may be entitled
as a matter of law.
4. Effective Period and Termination of this Agreement
This Agreement shall take effect as of the date first above written. This
Agreement shall remain in full force and effect continuously as to a Fund
until terminated by such Fund by not more than sixty (60) days' nor less
than thirty (30) days' written notice delivered or mailed by registered
mail, postage prepaid, to PIMCO Advisors L.P. This Agreement shall
terminate with respect to a Fund automatically upon the termination of the
Management Contract between the Trust and PIMCO Advisors L.P. with respect
to such Fund unless the Trust consents to the continuation of this
Agreement with respect to such Fund.
5. Limitation of Liability
A copy of the Amended and Restated Agreement and Declaration of Trust of
the Trust is on file with the Secretary of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed
on behalf of the Trustees of the Trust as Trustees and not individually,
and the obligations of or arising out of this instrument are not binding
upon any of the Trustees or shareholders individually but are binding only
upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Trust and PIMCO Advisors L.P. have each caused this
Agreement to be signed on its behalf, all as of the day and year first
above written.
PIMCO Advisors Funds
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PIMCO Advisors L.P.
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