EXHIBIT 5(b)(v)
ADDENDUM TO PORTFOLIO MANAGEMENT AGREEMENT
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The Portfolio Management Agreement, made the 15th day of November, 1994 and
amended the 14th day of January, 1997 (the "Agreement"), between PIMCO Advisors
L.P. ("PIMCO Advisors" or "Adviser"), a limited partnership, and Parametric
Portfolio Associates ("Parametric" or "Portfolio Manager"), a general
partnership, is hereby amended by the addition of the provisions set forth in
this Addendum to the Agreement, which is made this ____________ day of __, 1997.
WITNESSETH:
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") is authorized to
issue shares of beneficial interest in separate series, with each such series
representing interests in separate portfolios of securities and other assets;
and
WHEREAS, the Trust currently consists of multiple separate series,
including those series designated as the PIMCO Equity Income Fund, PIMCO Value
Fund, PIMCO Small Cap Value Fund, PIMCO Capital Appreciation Fund, PIMCO Mid Cap
Growth Fund, PIMCO Small Cap Growth Fund, PIMCO Micro Cap Growth Fund, PIMCO
COre Equity Fund, PIMCO Mid Cap Equity Fund, PIMCO Enhanced Equity Fund, PIMCO
Structures Emerging Markets Funds, PIMCO Tax-managed Structured Emerging Markets
Fund, PIMCO Emerging Markets Fund, PIMCO International Developed Fund, PIMCO
Balanced Fund, PIMCO Balanced Fund, PIMCO International Fund, PIMCO
International Growth Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO
Target Fund, PIMCO Opportunity FUnd, PIMCO Innovation Fund, PIMCO Tax Exempt
Fund, and PIMCO Precious Metals Fund (each a "Fund"); and
WHEREAS, the Trust has retained PIMCO Advisors to render management
services to the Funds pursuant to an Amended and Restated Investment Advisory
Agreement dated as of November 15, 1994, as amended and restated as of January
14, 1997 and further supplemented from time to time, and such agreement
authorizes the Adviser to engage portfolio managers to discharge the Adviser's
responsibilities with respect to the management of the Funds; and
WHEREAS, the Adviser has retained Parametric to furnish investment advisory
services to the PIMCO Enhanced Equity Fund and the PIMCO Structured Emerging
Markets Fund (together, the "Funds"); and
WHEREAS, the Adviser desires to retain Parametric to furnish investment
advisory services to the PIMCO Tax-Managed Structured Emerging Markets Fund (the
"New Fund") and Parametric desires to acknowledge and accept such retention
pursuant to this Addendum;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. The first sentence of Paragraph one (1) ("Appointment") of the
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Agreement is hereby amended and restated as follows:
"1. Appointment. The Adviser hereby appoints Parametric Portfolio
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Associates to act as Portfolio Manager to the PIMCO Enhanced Equity
Fund, PIMCO Structured Emerging Markets Fund and PIMCO Tax-Managed
Structured Emerging Markets Fund."
2. Paragraph five (5) ("Compensation") of the Agreement is hereby amended
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and restated as follows:
"5. Compensation. For the services provided, the Adviser will pay
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the Portfolio Manager a fee accrued and computed daily and payable
monthly at the annual rate of .35% of the average daily net assets of
each of the PIMCO Enhanced Equity Fund, PIMCO Structured Emerging
Markets Fund and PIMCO Tax-Managed Structured Emerging Markets Fund.
3. This Addendum and the Agreement shall take effect with respect to the
New Fund on ________ ____, 1997, and shall remain in effect, unless sooner
terminated as provided in the Agreement and herein, with respect to the New Fund
for two years from such date and continue thereafter on an annual basis with
respect to the New Fund; provided that such annual continuance is specifically
approved at least annually (a) by the vote of a majority of the Board of
Trustees of the Trust, or (b) by the vote of a majority of the outstanding
voting shares of the New Fund, and provided that continuance is also approved by
the vote of a majority of the Board of Trustees of the Trust are not parties to
this Addendum or the Agreement or "interested persons" (as such term is defined
in the 0000 Xxx) of the Trust, the Adviser, or the Portfolio Manager, cast in
person at a meeting called for the purpose of voting on such approval. This
Addendum and the Agreement may not be materially amended without a majority vote
of the outstanding voting shares (as defined in the 0000 Xxx) of the New Fund.
This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Trust or by vote of a majority of the
outstanding voting shares of the Trust or by vote of a majority of the
outstanding voting shares of the New Fund, on 60 days' written notice to the
Portfolio Manager;
(b) by the Porfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust;
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(c) by the Adviser any time, without the payment of any penalty, upon
60 days' written notice to the Porfolio Manager.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the 0000 Xxx) of the New
Fund shall be effective to continue the Addendum and the Agreement with respect
to the New Fund notwithstanding (a) that this Addendum and the Agreement has not
been approved by the holders of a majority of the outstanding shares of any
other Fund or (b) that this Addendum and the Agreement has not been approved by
the vote of a majority of the outstanding shares of the Trust, unless such
approval shall be required by any other applicable law or otherwise. The
Agreement will terminate automatically with respect to the services provided by
the Portfolio Manager in the event of its assignment, as that term in defined in
the 1940 Act, by the Portfolio Manager.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below.
PIMCO ADVISORS L.P.
By: _______________________________
Title:
Attest: ___________________________
Name:
Title:
PARAMETRIC PORTFOLIO ASSOCIATES
By: _______________________________
Title:
Attest: ___________________________
Name:
Title:
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