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") and as further
supplemented from time to time, between PIMCO Advisors L.P. ("PIMCO Advisors" or
"Adviser"), a limited partnership, and Cadence Capital Management ("Cadence" or
"Portfolio Manager"), a general partnership, is hereby amended as set forth in
this Addendum to the Agreement, which is made this ___ day of ___________, 1999.
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 operational series or series that are expected to be operational that
are designated as the PIMCO International Fund, PIMCO Capital Appreciation Fund,
PIMCO Mid-Cap Growth Fund, PIMCO Small-Cap Growth Fund, PIMCO Micro-Cap Growth
Fund, PIMCO Renaissance Fund, PIMCO Core Equity Fund, PIMCO International Growth
Fund, PIMCO Mid-Cap Equity Fund, PIMCO Equity Income Fund, PIMCO Value Fund,
PIMCO Value 25 Fund, PIMCO Small-Cap Value Fund, PIMCO Growth Fund, PIMCO Target
Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Enhanced Equity Fund,
PIMCO Structured Emerging Markets Fund, PIMCO Tax-Efficient Equity Fund, PIMCO
Tax-Efficient Structured Emerging Markets Fund, PIMCO Balanced Fund, PIMCO
Precious Metals Fund, PIMCO Hard Assets Fund, PIMCO Funds Asset Allocation
Series--90/10 Portfolio, PIMCO Funds Asset Allocation Series--60/40 Portfolio
and PIMCO Funds Asset Allocation Series--30/70 Portfolio; and
WHEREAS, the Trust has retained PIMCO Advisors to render investment
management services to the Trust's series 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 mangers to discharge
the Adviser's responsibilities with respect to the management of the investment
portfolios of the Trust; and
WHEREAS, the Adviser has retained Cadence to furnish investment advisory
services to PIMCO Capital Appreciation Fund, PIMCO Mid-Cap Growth Fund, PIMCO
Small-Cap Growth Fund, PIMCO Micro-Cap Growth Fund, and a portion of the Common
Stock Segment of the Balanced Fund (together, the "Funds"); and
WHEREAS, the Adviser desires to retain Cadence to furnish investment
advisory services to PIMCO Mega-Cap Fund (the "New Fund") and Cadence 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 Cadence Capital
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Management to act as Portfolio Manager to PIMCO Capital
Appreciation Fund, PIMCO Mega-Cap Fund, PIMCO Mid-Cap Growth
Fund, PIMCO Small-Cap Growth Fund, PIMCO Micro-Cap Growth Fund,
and a portion of the Common Stock Segment of the Balanced Fund
allocated to Cadence by PIMCO Advisors (together, the "Funds")
for the periods and on the terms set forth in this Agreement.
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
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pay the Portfolio Manger a fee for each Fund accrued and computed
daily and payable monthly at the following annual rate based on
the average daily net assets of such Fund:
Fund Fee Rate
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Capital Appreciation Fund 0.35%
Mega-Cap Fund 0.35%
Mid-Cap Growth Fund 0.35%
Small-Cap Growth Fund 0.90%
Micro-Cap Growth Fund 1.15%
Portion of the Common Stock
Segment of the Balanced
Fund allocated to Cadence 0.35%.
3. This Addendum and the Agreement shall take effect with respect to the
New Fund on __________, 1999, 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
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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
who 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
with respect to the New Fund 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 with respect to the New
Fund:
(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 Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust; or
(c) by the Adviser any time, without the payment of any penalty, upon
60 days' written notice to the Portfolio 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 series or other investment portfolio of the Trust, 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, as amended by this
Addendum, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below.
PIMCO ADVISORS L.P.
By:
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Title:
CADENCE CAPITAL MANAGEMENT
By:
________________________________________
Title:
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