EXHIBIT (d)(1)(iv)
FORM OF ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
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PIMCO Funds: Multi-Manager Series
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___________, 2001
PIMCO Advisors L.P.
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RE: PIMCO International Growth, PIMCO Emerging Countries, PIMCO Pacific
Rim, PIMCO Latin America, PIMCO Worldwide Growth, PIMCO Global Health
Care and PIMCO Large-Cap Growth Funds
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the "Trust") and
PIMCO Advisors L.P. (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consisting of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. Up to six separate classes of shares of beneficial interest in
the Trust are offered to investors with respect to each investment portfolio.
PIMCO International Growth, PIMCO Emerging Countries, PIMCO Pacific Rim, PIMCO
Latin America, PIMCO Worldwide Growth, PIMCO Global Health Care and PIMCO Large-
Cap Growth Funds (together, the "New Funds") are each separate investment
portfolios of the Trust.
2. The Trust and the Adviser have entered into an Amended and Restated
Investment Advisory Agreement dated November 15, 1994, as further amended and
restated as of May 5, 2000 (the "Agreement"), and as further amended or
supplemented from time to time, pursuant to which the Trust employs the Adviser
to provide investment advisory and other services specified in the Agreement,
and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Agreement, the Trust hereby appoints
the Adviser to serve as Investment Adviser with respect to each New Fund, and
the Adviser accepts such appointment, the terms and conditions of such
employment to be governed by the Agreement, which is hereby incorporated herein
by reference.
4. As provided in paragraph 9 of the Agreement and subject to further
conditions set forth therein, the Trust shall with respect to each New Fund pay
the Adviser a monthly fee at the following annual rates based upon the average
daily net assets of such New Fund:
Fund Fee Rate
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PIMCO International Growth Fund 0.75%
PIMCO Emerging Countries Fund 0.90%
PIMCO Pacific Rim Fund 0.75%
PIMCO Latin America Fund 0.90%
PIMCO Worldwide Growth Fund 0.65%
PIMCO Global Health Care Fund 0.70%
PIMCO Large-Cap Growth Fund 0.55%
5. This Addendum and the Agreement shall take effect with respect to the
New Funds as of the date hereof, and shall remain in effect, unless sooner
terminated as provided in the Agreement and herein, with respect to each New
Fund for a period of two years following such date. This Addendum and the
Agreement shall continue thereafter on an annual basis with respect to each New
Fund provided that such continuance is specifically approved at least annually
(a) by vote of a majority of the Board of Trustees of the Trust, or (b) by vote
of a majority of the outstanding voting shares of such New Fund, and provided
continuance is also approved by 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 defined in the ▇▇▇▇ ▇▇▇) of the Trust, or the Adviser, 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
▇▇▇▇ ▇▇▇) of such New Fund.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of any 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 have
not been approved by the holders of a majority of the outstanding shares of any
other New Fund or any other investment portfolio of the Trust or (b) that this
Addendum and the Agreement have 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 will terminate
automatically with respect to the services provided by the Adviser in the event
of its assignment, as that term in defined in the 1940 Act, by the Adviser.
6. This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Adviser, without the payment of any penalty, by vote of a majority of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting shares of the Trust or, with respect to any New Fund, by vote of a
majority of the outstanding voting shares of such New Fund, on 60 days' written
notice to the Adviser;
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(b) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Trust.
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 Funds: Multi-Manager Series
________________________________
By:
Title:
ACCEPTED:
PIMCO Advisors L.P.
____________________________
By:
Title:
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