Exhibit (d)(1)(ii)
INVESTMENT ADVISORY AGREEMENT
for PIMCO Select Growth Fund
AGREEMENT, made the 31st day of March, 2000 between PIMCO Funds:
Multi-Manager Series ("Trust"), a Massachusetts business trust, and PIMCO
Advisors L.P. ("Adviser"), a limited partnership.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established multiple series, including PIMCO Select
Growth Fund (the "Fund"), the Trust desires to retain the Adviser to render
investment advisory services to the Fund hereunder, and the Adviser is willing
to do so; and
WHEREAS, the Adviser is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940; and
WHEREAS, the Adviser is the parent company or an affiliate of other
companies that render investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser so that it and its
subsidiaries and affiliates will render investment advisory services to the Fund
in the manner and on the terms hereinafter set forth; and
WHEREAS, the Adviser is willing to render such services and engage its
subsidiaries, affiliates, and others to render such services to the Fund;
NOW, THEREFORE, in consideration of the premises, the promises, and mutual
covenants herein contained, it is agreed between the parties as follows:
1. Appointment. The Trust hereby appoints the Adviser to provide investment
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advisory services to the Fund for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to render
the services herein set forth for the compensation herein provided.
2. Duties. Subject to the general supervision of the Board of Trustees, the
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Adviser shall provide general, overall advice and guidance with respect to
the Fund and provide advice and guidance to the Trust's Trustees. In
discharging these duties the Adviser shall, either directly or indirectly
through others ("Portfolio Managers") engaged by it pursuant to Section 3
of this Agreement, provide a continuous investment program for the Fund and
determine the composition of the assets of the Fund, including
determination of the purchase, retention, or sale of the securities, cash,
and other investments for the Fund. The Adviser (or Portfolio Manager) will
provide investment research and analysis, which may consist of a
computerized investment methodology, and will conduct a continuous program
of evaluation, investment, sales, and reinvestment of the Fund assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Fund, when these
transactions should be executed, and what portion of the assets of the Fund
should be held in the various securities and other investments in which it
may invest, and the Adviser (or Portfolio Manager) is hereby authorized to
execute and perform such services on behalf of the Fund. To the extent
permitted by the investment policies of the Fund, the Adviser (or Portfolio
Manager) shall make decisions for the Fund as to foreign currency matters
and make determinations as to the retention or disposition of foreign
currencies or securities or other instruments denominated in foreign
currencies or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on
foreign currencies, and shall execute and perform the same. The Adviser (or
Portfolio Manager) will provide the services under this Agreement for the
Fund in accordance with the Fund's investment objective or objectives,
investment policies, and investment restrictions as stated in the Trust's
Registration Statement filed on Form N-1A with the SEC as supplemented or
amended from time to time.
In performing these duties, the Adviser, either directly or indirectly
through others selected by the Adviser:
a. Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's
Board of Trustees, and with the provisions of the Trust's Registration
Statement filed on Form N-1A as supplemented or amended from time to
time.
b. Shall use reasonable efforts to manage the Fund so that it qualifies
as a regulated investment company under Subchapter M of the Internal
Revenue Code.
c. Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other
investments for the Fund, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates.
The Adviser's (or Portfolio Manager's)
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primary consideration in effecting a security or other transaction will be
to obtain the best execution for the Fund, taking into account the factors
specified in the Prospectus and Statement of Additional Information for the
Trust, as they may be amended or supplemented from time to time. Subject to
such policies as the Board of Trustees may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934, the Adviser (or
Portfolio Manager) shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Fund to pay a broker or dealer, acting as agent,
for effecting a portfolio transaction at a price in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser (or Portfolio Manager) determines in good faith
that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's (or
Portfolio Manager's) overall responsibilities with respect to the Fund and
to their other clients as to which they exercise investment discretion. To
the extent consistent with these standards, and in accordance with Section
11(a) of the Securities Exchange Act of 1934 and Rule 11a2-(T) thereunder,
and subject to any other applicable laws and regulations, the Adviser (or
Portfolio Manager) is further authorized to allocate the orders placed by
it on behalf of the Fund to the Adviser (or Portfolio Manager) if it is
registered as a broker or dealer with the SEC, to its affiliate that is
registered as a broker or dealer with the SEC, or to such brokers and
dealers that also provide research or statistical research and material, or
other services to the Fund or the Adviser (or Portfolio Manager). Such
allocation shall be in such amounts and proportions as the Adviser shall
determine consistent with the above standards, and, upon request, the
Adviser will report on said allocation regularly to the Board of Trustees
of the Trust indicating the broker-dealers to which such allocations have
been made and the basis therefor.
d. May, on occasions when the purchase or sale of a security is deemed to be
in the best interest of the Fund as well as any other investment advisory
clients, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or
purchased with those of its other clients where such aggregation is not
inconsistent with the policies set forth in the Registration Statement. In
such event, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Adviser (or
Portfolio Manager) in a manner that is fair and equitable in the judgment
of the Adviser (or Portfolio Manager) in the exercise of its fiduciary
obligations to the Trust and to such other clients.
e. Will, in connection with the purchase and sale of securities for the Fund,
arrange for the transmission to the custodian for the Fund on a daily
basis, such
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confirmation, trade tickets, and other documents and information,
including, but not limited to, Cusip, Sedol, or other numbers that
identify securities to be purchased or sold on behalf of the Fund, as
may be reasonably necessary to enable the custodian to perform its
administrative and recordkeeping responsibilities with respect to the
Fund, and, with respect to portfolio securities to be purchased or
sold through the Depository Trust Company, will arrange for the
automatic transmission of the confirmation of such trades to the
Fund's custodian.
f. Will make available to the Trust, promptly upon request, any of the
Fund's investment records and ledgers as are necessary to assist the
Trust to comply with requirements of the 1940 Act and the Investment
Advisers Act of 1940, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Fund are
being conducted in a manner consistent with applicable laws and
regulations.
g. Will regularly report to the Trust's Board of Trustees on the
investment program for the Fund and the issuers and securities
represented in the Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to the Fund such periodic and special
reports as the Trustees may reasonably request.
3. Appointment of Portfolio Managers. The Adviser may, at its expense and
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subject to its supervision, engage one or more persons, including, but not
limited to, subsidiaries and affiliated persons of the Adviser, to render
any or all of the investment advisory services that the Adviser is
obligated to render to the Fund under this Agreement including, to the
extent required by applicable law, subject to the approval of the Trust's
Board of Trustees and/or the shareholders of the Fund, a person to render
investment advisory services including the provision of a continuous
investment program and the determination of the composition of the
securities and other assets of the Fund.
4. Documentation. The Trust has delivered copies of each of the following
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documents to the Adviser and will deliver to it all future amendments and
supplements thereto, if any:
a. the Trust's Registration Statement as filed with the SEC and any
amendments thereto; and
b. exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
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The Adviser has delivered to the Trust copies of the Adviser's and any
Portfolio Manager's Uniform Application for Investment Adviser Registration
on Form ADV, as filed with the SEC. The Adviser agrees to provide the Trust
with current copies of the Adviser's and any Portfolio Manager's Forms ADV,
and any supplements or amendments thereto, as filed with the SEC.
5. Records. The Adviser agrees to maintain and to preserve for the periods
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prescribed under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Fund by the 1940 Act. The
Adviser further agrees that all records which it maintains for the Fund are
the property of the Trust and it will promptly surrender any of such
records upon request.
6. Expenses. During the term of this Agreement, the Adviser will pay all
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expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are assumed by the Trust on behalf of
the Fund under this Agreement and any expenses that are paid by a party
other than the Trust on behalf of the Fund under the terms of any other
agreement to which the Trust is a party or a third-party beneficiary. The
Adviser further agrees to pay or cause its subsidiaries or affiliates to
pay all salaries, fees, and expenses of any officer or Trustee of the Trust
who is an officer, director, or employee of the Adviser or a subsidiary or
affiliate of the Adviser. The Adviser assumes and shall pay for maintaining
its staff and personnel and shall, at its own expense provide the
equipment, office space, and facilities necessary to perform its
obligations under this Agreement. The Adviser shall not, under the terms of
this Agreement, bear the following expenses (although the Adviser or an
affiliate may bear certain of these expenses under one or more other
agreements):
a. Expenses of all audits by the Fund's independent public accountants;
b. Expenses of the Fund's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
c. Expenses of the Fund's custodial services, including recordkeeping
services provided by the custodian;
d. Expenses of obtaining quotations for calculating the value of the
Fund's net assets;
e. Expenses of obtaining Portfolio Activity Reports for the Fund;
f. Expenses of maintaining the Fund's tax records;
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g. Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Fund;
h. Taxes, if any, levied against the Trust or the Fund;
i. Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Fund;
j. Costs, including the interest expenses, of borrowing money;
k. Costs and/or fees incident to meetings of the Fund's shareholders, the
preparation and mailings of prospectuses and reports of the Fund to
its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence and qualification to do business,
and the registration of shares with federal and state securities
authorities;
l. The Fund's legal fees, including the legal fees related to the
registration and continued qualification of the Fund's shares for
sale;
m. Costs of printing certificates representing shares of the Fund;
n. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Fund;
o. The Fund's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
p. Association membership dues;
q. Extraordinary expenses as may arise, including expenses incurred in
connection with litigation, proceedings, other claims and the legal
obligations of the Fund to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect
thereto; and
r. Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
7. Liability. The Adviser shall give the Trust the benefit of the
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Adviser's best judgment and efforts in rendering services to the Fund
under this Agreement. The Adviser may rely on information reasonably
believed by it to be accurate and reliable. As an
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inducement for the Adviser's undertaking to render services under this
Agreement, the Trust agrees that neither the Adviser nor its stockholders,
partners, limited partners, officers, directors, employees, or agents shall
be subject to any liability for, or any damages, expenses or losses
incurred in connection with, any act or omission or mistake in judgment
connected with or arising out of any services rendered on behalf of the
Fund under this Agreement, except by reason of willful misfeasance, bad
faith, or gross negligence in performance of the Adviser's duties, or by
reason of reckless disregard of the Adviser's investment advisory
obligations and duties under this Agreement.
8. Independent Contractor. The Adviser shall for all purposes herein be deemed
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to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from
time to time, have no authority to act for or represent the Trust or the
Fund in any way or otherwise be deemed its agent.
9. Compensation. As compensation for the services rendered under this
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Agreement, the Trust shall pay to the Adviser a fee at an annual rate of
0.60% of the average daily net assets of the Fund. The fees payable to the
Adviser for the Fund shall be computed and accrued daily and paid monthly.
If the Adviser shall serve for less than any whole month, the foregoing
compensation shall be prorated.
10. Non-Exclusivity. It is understood that the services of the Adviser
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hereunder are not exclusive, and the Adviser shall be free to render
similar services to other investment companies and other clients whether or
not their investment objectives are similar to those of the Fund.
11. Term and Continuation. This Agreement shall take effect as of the date
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hereof, and shall remain in effect, unless sooner terminated as provided
herein, with respect to the Fund for a period of two years following the
date hereof. This Agreement shall continue thereafter on an annual basis
with respect to the Fund provided that such 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 vote of a majority of the outstanding
voting shares of the Fund, and provided continuance is also approved by the
vote of a majority of the Board of Trustees of the Trust who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of the Trust, or the Adviser, cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may not be
materially amended without a majority vote of the outstanding voting shares
(as defined in the 0000 Xxx) of the Fund.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of the Fund shall be
effective to continue this Agreement with respect to the Fund
notwithstanding (a) that this Agreement has not been approved by the
holders of a majority of the outstanding shares
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of any other series of the Trust or (b) that this 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. This Agreement will terminate automatically with respect to the
services provided by the Adviser in the event of its assignment, as that
term is defined in the 1940 Act, by the Adviser.
This 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 a vote of a majority of the
outstanding voting shares of the Trust or, with respect to the Fund,
by vote of a majority of the outstanding voting shares of the Fund, on
60 days' written notice to the Adviser;
b. by the Adviser at any time, without the payment of any penalty, upon
60 days' written notice to the Trust.
12. Use of Name. It is understood that the name "PIMCO Advisors L.P." or
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"PIMCO" or any derivative thereof or logo associated with those names are
the valuable property of the Adviser and its affiliates, and that the Fund
has the right to use such names (or derivatives or logos) only so long as
this Agreement shall continue with respect to the Fund. Upon termination of
this Agreement, the Fund shall forthwith cease to use such names (or
derivatives or logos).
13. Notices. Notices of any kind to be given to the Advisor by the Trust shall
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be in writing and shall be duly given if mailed or delivered to the Adviser
at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such
other address or to such individual as shall be specified by the Adviser.
Notices of any kind to be given to the Trust by the Adviser shall be in
writing and shall be duly given if mailed or delivered to 000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such other address or
to such individual as shall be specified by the Trust.
14. Fund Obligation. A copy of the Trust's Second Amended and Restated
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Agreement and Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and notice is hereby given that the Agreement
has been executed on behalf of the Trust by a trustee of the Trust in his
or her capacity as trustee and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of the Fund
and shall not be binding upon any trustee, officer, or shareholder of the
Trust or Fund individually.
15. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed to be an original.
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16. Miscellaneous
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a. This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Investment Advisers Act of 1940, or any rule or
order to the SEC thereunder.
b. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any part hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
c. The captions in this Agreement are included for convenience only and
in no way define any of the provisions hereof or otherwise affect
their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
PIMCO FUNDS: MULTI-MANAGER SERIES,
on behalf of PIMCO Select Growth Fund
Attest:__________________________ By:___________________________________
Title:___________________________ Title:________________________________
PIMCO ADVISORS L.P.
Attest:__________________________ By:___________________________________
Title:___________________________ Title:________________________________
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