Exhibit 99.B5(b)
Sub-Adviser Agreements
3008037.01
SUB-ADVISER AGREEMENT
[Equity Income Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Equity Income Fund series of the Trust (the "Fund") and
will make investment decisions on behalf of the Fund and place
all orders for the purchase and sale of portfolio securities
and all other investments. In the performance of its duties,
the Sub-Adviser (1) will comply with the provisions of the
Trust's Agreement and Declaration of Trust and By-laws,
including any amendments thereto (upon receipt of such
amendments by the Sub-Adviser), and the investment objectives,
policies and restrictions of the Fund as set forth in its
current Prospectus and Statement of Additional Information
(copies of which will be supplied to the Sub-Adviser upon
filing with the SEC), (2) will use its best efforts to
safeguard and promote the welfare of the Fund, (3) will comply
with other policies which the Trustees or the Manager, as the
case may be, may from time to time determine as promptly as
practicable after such policies have been communicated to the
Sub-Adviser in writing, and (4) shall exercise the same care
and diligence expected of the Trustees. The Sub-Adviser and
the Manager shall each make its officers and employees
available to the other from time to time at reasonable times
to review investment policies of the Fund and to consult with
each other regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-7-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million, and 0.35% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3033786.01
SUB-ADVISER AGREEMENT
[Value Fund]
Sub-Adviser Agreement executed as of May 11, 1995 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and NFJ
INVESTMENT GROUP, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of PIMCO
Advisors Funds (the "Trust"), a Massachusetts business trust,
the Sub-Adviser, at its expense, will furnish continuously an
investment program for the Value Fund series of the Trust (the
"Fund") and will make investment decisions on behalf of the
Fund and place all orders for the purchase and sale of
portfolio securities and all other investments. In the
performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Agreement and Declaration
of Trust and By-laws, including any amendments thereto (upon
receipt of such amendments by the Sub-Adviser), and the
investment objectives, policies and restrictions of the Fund
as set forth in its current Prospectus and Statement of
Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-4-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.35% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and NFJ INVESTMENT GROUP have
each caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. NFJ INVESTMENT GROUP
By: Xxxxxx X. Xxxxxxxxxxx By: Xxxx X. Xxxxxxx
Title: Managing Director
Accepted and agreed to as of the day and year first above written:
PIMCO Advisors Funds
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008087.01
SUB-ADVISER AGREEMENT
[Growth Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Growth Fund series of the Trust (the "Fund") and will make
investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Agreement and Declaration of Trust and By-laws, including any
amendments thereto (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund, (3) will comply with other policies
which the Trustees or the Manager, as the case may be, may
from time to time determine as promptly as practicable after
such policies have been communicated to the Sub-Adviser in
writing, and (4) shall exercise the same care and diligence
expected of the Trustees. The Sub-Adviser and the Manager
shall each make its officers and employees available to the
other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
3008087.01
-7-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.35% of the average daily net asset value of the
Fund up to $200 million, and 0.325% of such net asset value in excess
of $200 million . Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008081.01
SUB-ADVISER AGREEMENT
[Target Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Target Fund series of the Trust (the "Fund") and will make
investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Agreement and Declaration of Trust and By-laws, including any
amendments thereto (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund, (3) will comply with other policies
which the Trustees or the Manager, as the case may be, may
from time to time determine as promptly as practicable after
such policies have been communicated to the Sub-Adviser in
writing, and (4) shall exercise the same care and diligence
expected of the Trustees. The Sub-Adviser and the Manager
shall each make its officers and employees available to the
other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
3008081.01
-7-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million, and 0.35% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I.F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3033805.01
SUB-ADVISER AGREEMENT
[Discovery Fund]
Sub-Adviser Agreement executed as of May 11, 1995 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Cadence
Capital Management, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of PIMCO
Advisors Funds (the "Trust"), a Massachusetts business trust,
the Sub-Adviser, at its expense, will furnish continuously an
investment program for the Discovery Fund series of the Trust
(the "Fund") and will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of
portfolio securities and all other investments. In the
performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Agreement and Declaration
of Trust and By-laws, including any amendments thereto (upon
receipt of such amendments by the Sub-Adviser), and the
investment objectives, policies and restrictions of the Fund
as set forth in its current Prospectus and Statement of
Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-6-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million and 0.350% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and CADENCE CAPITAL MANAGEMENT
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. CADENCE CAPITAL MANAGEMENT
By: Xxxxxx X. Xxxxxxxxxxx By: Xxxxx X. Breed
Title: Chief Executive Officer
Accepted and agreed to as of the day and year first above written:
PIMCO Advisors Funds
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008083.01
SUB-ADVISER AGREEMENT
[Opportunity Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Opportunity Fund series of the Trust (the "Fund") and will
make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Agreement and Declaration of Trust and By-laws, including any
amendments thereto (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund, (3) will comply with other policies
which the Trustees or the Manager, as the case may be, may
from time to time determine as promptly as practicable after
such policies have been communicated to the Sub-Adviser in
writing, and (4) shall exercise the same care and diligence
expected of the Trustees. The Sub-Adviser and the Manager
shall each make its officers and employees available to the
other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
3008083.01
-3-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million, and 0.35% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California Title:
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008108.01
SUB-ADVISER AGREEMENT
[Innovation Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Innovation Fund series of the Trust (the "Fund") and will
make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Agreement and Declaration of Trust and By-laws, including any
amendments thereto (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund, (3) will comply with other policies
which the Trustees or the Manager, as the case may be, may
from time to time determine as promptly as practicable after
such policies have been communicated to the Sub-Adviser in
writing, and (4) shall exercise the same care and diligence
expected of the Trustees. The Sub-Adviser and the Manager
shall each make its officers and employees available to the
other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-7-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million, and 0.35% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3007812.01
SUB-ADVISER AGREEMENT
[International Fund]
Sub-Adviser Agreement executed as of November 15, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Blairlogie
Capital Management, a United Kingdom limited partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group (the "Trust"), a Massachusetts business trust, the
Sub-Adviser, at its expense, will furnish continuously an
investment program for the Thomson International Fund series
of the Trust (the "Fund") and will make investment decisions
on behalf of the Fund and place all orders for the purchase
and sale of portfolio securities and all other investments. In
the performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Amended and Restated
Agreement and Declaration of Trust and By-laws, including any
amendments thereto, (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund in carrying out the Fund's investment
program, (3) will comply with other policies which the
Trustees or the Manager, as the case may be, may from time to
time determine as promptly as practicable after such policies
have been communicated to the Sub-Adviser in writing, and (4)
shall exercise the same care and diligence expected of the
Trustees. The Sub-Adviser and the Manager shall each make its
officers and employees available to the other from time to
time at reasonable times to review investment policies of the
Fund and to consult with each other regarding the investment
affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-2-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Fund and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser or its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
(e) Nothing herein shall be considered as constituting the
Sub-Adviser as an agent for the Manager or the Fund or the
Trust or as anything other than an independent contractor with
respect to the Manager or the Fund or the Trust.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses; provided,
however, that, without the prior consent of the Manager, neither the
Sub-Adviser nor any of its affiliates operating under the Blairlogie
name shall undertake to act as investment adviser or sub-adviser for
any other U.S. registered investment company that has substantially
similar investment policies to the Fund and that is not sponsored or
managed by the Sub-Adviser or one of its affiliates.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.400% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or of the
Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manager may at any time terminate this Agreement by not
less than 45 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this Agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall be
disqualified from serving as investment adviser to the Fund pursuant to
Section 9 of the 1940 Act, or otherwise, (c) the Sub-Adviser shall have
been served or otherwise have notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court,
public board or body, involving the affairs of the Trust, (d) there is
a change in control of the Sub-Adviser or any parent of the Sub-Adviser
within the meaning of the Investment Company Act of 1940, as amended
(the "1940 Act"), (e) there is a material adverse change in the
business or financial position of the Sub-Adviser or (f) the Chairman
of the Sub-Adviser or the portfolio manager of the Fund shall have
changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act and the rules and
regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act;
the term "specifically approve at least annually" shall be construed in
a manner consistent with the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall have
the meaning given in the 1934 Act and the rules and regulations
thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provision of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except as instructed otherwise by the Trustees of the Trust or the
Manager, the Sub-Adviser shall at its discretion exercise or procure
the exercise of any voting right attaching to investments of the Fund.
10. REPORTS.
During the term of this Agreement, the Manager agrees to use its best
efforts (a) to furnish to the Sub-Adviser a reasonable time prior to
the use thereof all prospectuses (as described in Section 10(a) of the
Securities Act of 1933), proxy statements and reports to stockholders
which describe the Sub-Adviser or its ownership, business or investment
processes in any way that is materially different from the "Agreed
Disclosure" (which for this purpose means either (i) the prospectus
(including any prospectus supplement) or (ii) the most recent amendment
to the Trust's registration statement under the Securities Act of 1933
depending on whether, on the relevant date, the prospectus or the
amendment was more recently filed with the SEC) and (b) not to use any
such material (to the extent it relates to the Sub-Adviser) if the
Sub-Adviser objects promptly in writing and the Manager reasonably
concludes that the description of the Sub-Adviser or its ownership,
business or investment process is materially misleading or inaccurate.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and BLAIRLOGIE CAPITAL
MANAGEMENT have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.
PIMCO ADVISORS L.P.
(formerly Thomson Advisory Group L.P.)
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
BLAIRLOGIE CAPITAL MANAGEMENT
By: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
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 that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding upon the assets and property of the Fund.
3007630.01
SUB-ADVISER AGREEMENT
[Precious Metals and Natural Resources Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and XXX XXX
ASSOCIATES CORPORATION, a Delaware corporation (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Thomson Fund
Group (the "Trust"), a Massachusetts business trust, the
Sub-Adviser, at its expense, will furnish continuously an
investment program for the Thomson Precious Metals and Natural
Resources Fund series of the Trust (the "Fund") and will make
investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Amended and Restated Agreement and Declaration of Trust and
By-laws, including any amendments thereto, (upon receipt of
such amendments by the Sub-Adviser), and the investment
objectives, policies and restrictions of the Fund as set forth
in its current Prospectus and Statement of Additional
Information, (copies of which will be supplied to the
Sub-Adviser upon filing with the SEC), (2) will use its best
efforts to safeguard and promote the welfare of the Fund, (3)
will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding the investment affairs of
the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-6-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustee of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Fund and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser or its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses; provided,
however, that neither the Sub-Adviser nor any of its affiliates
operating under the Xxx Xxx name shall undertake to act as investment
adviser or sub-adviser for any other registered investment company that
is not sponsored or managed by the Sub-Adviser or one of its affiliates
except upon not less than 60 days' prior notice in writing to the
Manager and the Trust.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.375% of the average daily net asset value of the
Fund up to $200 million, and 0.35% of such net asset value in excess of
$200 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or of the
Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreemen by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The Manger may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this Agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act and the rules and
regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under the 1940 Act;
the term "specifically approve at least annually" shall be construed in
a manner consistent with the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall have
the meaning given in the 1934 Act and the rules and regulations
thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provision of this agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manger, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and XXX XXX ASSOCIATES
CORPORATION have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.
PIMCO ADVISORS L.P.
(formerly Thomson Advisory Group L.P.)
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
XXX XXX ASSOCIATES CORPORATION
By: Xxxxx X. Xxxxxx
Title: President
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
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 that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding upon the assets and property of the Fund.
SUB-ADVISER AGREEMENT
[Global Income Fund]
Sub-Adviser Agreement executed as of September 28, 1995 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and PACIFIC
INVESTMENT MANAGEMENT COMPANY, a Delaware general partnership (the "Sub-
Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of PIMCO
Advisors Funds (the "Trust"), a Massachusetts business trust,
the Sub-Adviser, at its expense, will furnish continuously an
investment program for the Global Income Fund series of the
Trust (the "Fund") and will make investment decisions on
behalf of the Fund and place all orders for the purchase and
sale of portfolio securities and all other investments. In
the performance of its duties, the Sub-Adviser (1) will
comply with the provisions of the Trust's Agreement and
Declaration of Trust and By-laws, including any amendments
thereto (upon receipt of such amendments by the Sub-Adviser),
and the investment objectives, policies and restrictions of
the Fund as set forth in its current Prospectus and Statement
of Additional Information (copies of which will be supplied
to the Sub-Adviser upon filing with the SEC), (2) will use
its best efforts to safeguard and promote the welfare of the
Fund, (3) will comply with other policies which the Trustees
or the Manager, as the case may be, may from time to time
determine as promptly as practicable after such policies have
been communicated to the Sub-Adviser in writing, and (4)
shall exercise the same care and diligence expected of the
Trustees. The Sub-Adviser and the Manager shall each make its
officers and employees available to the other from time to
time at reasonable times to review investment policies of the
Fund and to consult with each other regarding investment
affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
-1-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to
obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to
obtain for the Fund the most favorable price and execution
available, the Sub-Adviser, bearing in mind the Fund's best
interests at all times, shall consider all factors it deems
relevant, including, by way of illustration, price, the size
of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker
or dealer involved and the quality of service rendered by the
broker or dealer in other transactions. Subject to such
policies as the Trustees of the Trust may determine and
communicate to the Sub-Adviser in writing, the Sub-Adviser
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 Trust to pay a
broker or dealer that provides brokerage and research
services to the Sub-Adviser or its affiliates an amount of
commission for effecting a portfolio investment transaction
in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if
the Sub-Adviser 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 Sub-Adviser's overall responsibilities with respect to
the Trust and to other clients of the Sub-Adviser and its
affiliates as to which the Sub-Adviser and its affiliates
exercise investment discretion. The Trust agrees that any
entity or person associated with the Sub-Adviser or its
affiliates which is a member of a national securities
exchange is expressly authorized to effect any transaction on
such exchange for the account of the Trust and any Fund
thereof which is permitted by Section 11(a) of the Securities
Exchange Act of 1934.
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser
-2-
have and may have advisory, management service or other contracts with
other organizations and persons, and may have other interests and
businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.35% of the average daily net asset value of the
Fund up to $250 million and 0.30% of such net assets in excess of $250
million. Such fee shall be payable for each month within 10 business
days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS
CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust
who are not interested persons of the Trust or of the Manager
or of the Sub-Adviser, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not
specifically approve at least annually the
-3-
continuance of this Agreement, then this Agreement shall
automatically terminate at the close of business on the
second anniversary of its execution, or upon the expiration
of one year from the effective date of the last such
continuance, whichever is later; provided, however, that if
the continuance of this Agreement is submitted to the
shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this
Agreement as provided herein, the Sub-Adviser may continue
to serve hereunder in a manner consistent with the Investment
Company Act of 1940, as amended from time to time, and the
rules and regulations thereunder (the "1940 Act"), or
(c) The Manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and
the Sub-Adviser may at any time terminate this Agreement by
not less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i)
by vote of a majority of the Trustees, or (ii) by the
affirmative vote of a majority of the outstanding shares of
the Fund.
Termination of this Agreement pursuant to this Section 5
shall be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the 1940 Act, (d) there is a
material adverse change in the business or financial position of the
Sub-Adviser or (e) the Chairman of the Sub-Adviser or the portfolio
manager of the Fund shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a)
-4-
of the holders of 67% or more of the shares of the Fund, as the case
may be, present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of
the Fund, as the case may be, entitled to vote at such meeting are
present in person or by proxy, or (b) of the holders of more than 50%
of the outstanding shares of the Fund, as the case may be, entitled to
vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
-5-
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT
MANAGEMENT COMPANY have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
PIMCO ADVISORS L.P. PACIFIC INVESTMENT
MANAGEMENT COMPANY
By: Xxxxxxx Xxxxxxxx By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
PIMCO Advisors Funds
By: Xxxxxx X. Xxxxxx
Title: Vice President
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
-6-
3008022.01
SUB-ADVISER AGREEMENT
[Income Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Pacific
Investment Management Company, a Delaware general partnership (the
"Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group (the "Trust"), a Massachusetts business trust, the
Sub-Adviser, at its expense, will furnish continuously an
investment program for the Income Fund series of the Trust
(the "Fund") and will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of
portfolio securities and all other investments. In the
performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Agreement and Declaration
of Trust and By-laws, including any amendments thereto (upon
receipt of such amendments by the Sub-Adviser), and the
investment objectives, policies and restrictions of the Fund
as set forth in its current Prospectus and Statement of
Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-2-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of .25% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT
MANAGEMENT COMPANY have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
PIMCO ADVISORS L.P. PACIFIC INVESTMENT MANAGEMENT
(formerly Thomson Advisory Group L.P.) COMPANY
By: PIMCO Partners, G.P., a California By: Xxxxxxx X. Xxxxxxxx
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008035.01
SUB-ADVISER AGREEMENT
[Total Return Income Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Pacific
Investment Management Company, a Delaware general partnership (the
"Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of PIMCO
Advisors Funds (the "Trust"), a Massachusetts business trust,
the Sub-Adviser, at its expense, will furnish continuously an
investment program for the Total Return Income Fund series of
the Trust (the "Fund") and will make investment decisions on
behalf of the Fund and place all orders for the purchase and
sale of portfolio securities and all other investments. In the
performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Agreement and Declaration
of Trust and By-laws, including any amendments thereto (upon
receipt of such amendments by the Sub-Adviser), and the
investment objectives, policies and restrictions of the Fund
as set forth in its current Prospectus and Statement of
Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
3008035.01
-3-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of .25% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT
MANAGEMENT COMPANY have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
PIMCO ADVISORS L.P. PACIFIC INVESTMENT MANAGEMENT
(formerly Thomson Advisory Group L.P.) COMPANY
By: PIMCO Partners, G.P., a California By: Xxxxxxx X. Xxxxxxxx
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3008089.01
SUB-ADVISER AGREEMENT
[Tax Exempt Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Tax Exempt Fund series of the Trust (the "Fund") and will
make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities and
all other investments. In the performance of its duties, the
Sub-Adviser (1) will comply with the provisions of the Trust's
Agreement and Declaration of Trust and By-laws, including any
amendments thereto (upon receipt of such amendments by the
Sub-Adviser), and the investment objectives, policies and
restrictions of the Fund as set forth in its current
Prospectus and Statement of Additional Information (copies of
which will be supplied to the Sub-Adviser upon filing with the
SEC), (2) will use its best efforts to safeguard and promote
the welfare of the Fund, (3) will comply with other policies
which the Trustees or the Manager, as the case may be, may
from time to time determine as promptly as practicable after
such policies have been communicated to the Sub-Adviser in
writing, and (4) shall exercise the same care and diligence
expected of the Trustees. The Sub-Adviser and the Manager
shall each make its officers and employees available to the
other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-3-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.30% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
3007504.01
SUB-ADVISER AGREEMENT
[U.S. Government Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Pacific
Investment Management Company, a Delaware general partnership (the
"Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group (the "Trust"), a Massachusetts business trust, the
Sub-Adviser, at its expense, will furnish continuously an
investment program for the U.S. Government Fund series of the
Trust (the "Fund") and will make investment decisions on
behalf of the Fund and place all orders for the purchase and
sale of portfolio securities and all other investments. In the
performance of its duties, the Sub-Adviser (1) will comply
with the provisions of the Trust's Agreement and Declaration
of Trust and By-laws, including any amendments thereto (upon
receipt of such amendments by the Sub-Adviser), and the
investment objectives, policies and restrictions of the Fund
as set forth in its current Prospectus and Statement of
Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
0000000.01
-3-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of .25% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT
MANAGEMENT COMPANY have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
PIMCO ADVISORS L.P. PACIFIC INVESTMENT MANAGEMENT
(formerly Thomson Advisory Group L.P.) COMPANY
By: PIMCO Partners, G.P., a California By: Xxxxxxx X. Xxxxxxxx
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
SUB-ADVISER AGREEMENT
[Short-Intermediate Government Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Pacific
Investment Management Company, a Delaware general partnership (the
"Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group (the "Trust"), a Massachusetts business trust, the
Sub-Adviser, at its expense, will furnish continuously an
investment program for the Short-Intermediate Government Fund
series of the Trust (the "Fund") and will make investment
decisions on behalf of the Fund and place all orders for the
purchase and sale of portfolio securities and all other
investments. In the performance of its duties, the Sub-Adviser
(1) will comply with the provisions of the Trust's Agreement
and Declaration of Trust and By-laws, including any amendments
thereto (upon receipt of such amendments by the Sub-Adviser),
and the investment objectives, policies and restrictions of
the Fund as set forth in its current Prospectus and Statement
of Additional Information (copies of which will be supplied to
the Sub-Adviser upon filing with the SEC), (2) will use its
best efforts to safeguard and promote the welfare of the Fund,
(3) will comply with other policies which the Trustees or the
Manager, as the case may be, may from time to time determine
as promptly as practicable after such policies have been
communicated to the Sub-Adviser in writing, and (4) shall
exercise the same care and diligence expected of the Trustees.
The Sub-Adviser and the Manager shall each make its officers
and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and
to consult with each other regarding investment affairs of the
Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
-4-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of .25% of the average daily net asset value of the
Fund. Such fee shall be payable for each month within 10 business days
after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fund
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT
MANAGEMENT COMPANY have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
PIMCO ADVISORS L.P. PACIFIC INVESTMENT MANAGEMENT
(formerly Thomson Advisory Group L.P.) COMPANY
By: PIMCO Partners, G.P., a California By: Xxxxxxx X. Xxxxxxxx
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
SUB-ADVISER AGREEMENT
[Money Market Fund]
Sub-Adviser Agreement executed as of November 16, 1994 between PIMCO
ADVISORS L.P., a Delaware limited partnership (the "Manager"), and Columbus
Circle Investors, a Delaware general partnership (the "Sub-Adviser").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST.
(a) Subject always to the control of the Trustees of Thomson Fund
Group, a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for
the Money Market Fund series of the Trust (the "Fund") and
will make investment decisions on behalf of the Fund and place
all orders for the purchase and sale of portfolio securities
and all other investments. In the performance of its duties,
the Sub-Adviser (1) will comply with the provisions of the
Trust's Agreement and Declaration of Trust and By-laws,
including any amendments thereto (upon receipt of such
amendments by the Sub-Adviser), and the investment objectives,
policies and restrictions of the Fund as set forth in its
current Prospectus and Statement of Additional Information
(copies of which will be supplied to the Sub-Adviser upon
filing with the SEC), (2) will use its best efforts to
safeguard and promote the welfare of the Fund, (3) will comply
with other policies which the Trustees or the Manager, as the
case may be, may from time to time determine as promptly as
practicable after such policies have been communicated to the
Sub-Adviser in writing, and (4) shall exercise the same care
and diligence expected of the Trustees. The Sub-Adviser and
the Manager shall each make its officers and employees
available to the other from time to time at reasonable times
to review investment policies of the Fund and to consult with
each other regarding investment affairs of the Fund.
(b) The Sub-Adviser, at its expense, will furnish (i) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
hereunder faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the investment affairs
of the Fund, including verification and oversight of the
pricing of the Fund's portfolio (but excluding determination
of net asset value and shareholder accounting services).
-2-
(c) In the selection of brokers or dealers and the placing of
orders for the purchase and sale of portfolio investments for
the Fund, the Sub-Adviser shall use its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine and communicate to the
Sub-Adviser in writing, the Sub-Adviser 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 Trust to pay a broker or dealer that provides
brokerage and research services to the Sub-Adviser or its
affiliates an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another border or dealer would have charged for effecting that
transaction, if the Sub-Adviser 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 Sub-Adviser's overall responsibilities with
respect to the Trust and to other clients of the Sub-Adviser
and its affiliates as to which the Sub-Adviser and its
affiliates exercise investment discretion. The Trust agrees
that any entity or person associated with the Sub-Adviser or
its affiliates which is a member of a national securities
exchange is authorized to effect any transaction on such
exchange for the account of the Trust and any Fund thereof
which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust has consented to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(2)(iv).
(d) The Sub-Adviser shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Sub-Adviser
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is
also understood that the Sub-Adviser and persons controlled by or under
common control with the Sub-Adviser have and may have advisory,
management service or other contracts with other organizations and
persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay the Sub-Adviser as compensation for the
Sub-Adviser's services rendered and for the expenses borne by the
Sub-Adviser pursuant to Section 1, a fee computed and paid monthly at
the annual rate of 0.25% of the average daily net asset value of the
Fund up to $250 million, and 0.20% of such net asset value in excess of
$250 million. Such fee shall be payable for each month within 10
business days after the end of such month.
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS CONTRACT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Contract between the Manager and the Trust shall have
terminated for any reason; and this Agreement shall not be amended
unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager or the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect as to the Fund continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) The Trust may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage
prepaid, to the Manager and the Sub-Adviser, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager or
of the Sub-Adviser, by vote cast in person at a meeting called
for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate
at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the
effective date of the last such continuance, whichever is
later; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner
consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder, or
(c) The manager may at any time terminate this Agreement by not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-Adviser, and the
Sub-Adviser may at any time terminate this Agreement by not
less than 180 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Manager.
Action by the Trust under (a) above may be taken either (i) by
vote of a majority of the Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall
be without the payment of any penalty.
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall
fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, and under the laws
of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations
under this agreement or any other agreement concerning the provision of
investment advisory services to the Trust, (b) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust,
(c) there is a change in control of the Sub-Adviser or any parent of
the Sub-Adviser within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), (d) there is a material adverse
change in the business or financial position of the Sub-Adviser or (e)
the Chairman of the Sub-Adviser or the portfolio manager of the Fun
shall have been changed.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund, as the case may be, present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund, as the case may be,
entitled to vote at such meeting are present in person or by proxy, or
(b) of the holders of more than 50% of the outstanding shares of the
Fund, as the case may be, entitled to vote at such meeting, whichever
is less.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings defined in the 1940 Act; the term "specifically
approve at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall be the
meaning given in the 1934 Act and the rules and regulations thereunder.
8. NONLIABILITY OF SUB-ADVISER.
Notwithstanding any other provisions of this Agreement, in the absence
of willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser, including its officers, directors and
shareholders, shall not be subject to any liability to the Manager, to
the Trust, to the Fund, or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected
with, rendering services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Manager, the Sub-Adviser shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and COLUMBUS CIRCLE INVESTORS
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P. COLUMBUS CIRCLE INVESTORS
(formerly Thomson Advisory Group L.P.)
By: I. F. Xxxxx
By: PIMCO Partners, G.P., a California
general partnership, General Partner
By: PIMCO Partners, LLC, a California
limited liability company, General Partner
By: Xxxxxxx X. Xxxxxxxx
Accepted and agreed to as of the day and year first above written:
THOMSON FUND GROUP
By: Xxxxxx X. Xxxxxxxxxxx
A copy of the 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 that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding upon the assets property of the Fund.
