Exhibit (d)(1)(v)
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ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
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PIMCO Funds: Multi-Manager Series
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
___________, 2001
PIMCO Advisors L.P.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
RE: PIMCO RCM Global Small Cap, PIMCO RCM Global Technology, PIMCO RCM
Global Health Care, PIMCO RCM Large Cap Growth, PIMCO RCM MidCap,
PIMCO RCM Small Cap, PIMCO RCM Balanced, PIMCO RCM Tax Managed Growth,
PIMCO RCM Biotechnology, PIMCO RCM International Growth, PIMCO RCM
Emerging Markets, PIMCO RCM Large Cap Select and PIMCO RCM Europe
Funds
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the "Trust") and
PIMCO Advisors L.P. (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consisting of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. Up to six separate classes of shares of beneficial interest in the
Trust are offered to investors with respect to each investment portfolio. PIMCO
RCM Global Small Cap, PIMCO RCM Global Technology, PIMCO RCM Global Health Care,
PIMCO RCM Large Cap Growth, PIMCO RCM MidCap, PIMCO RCM Small Cap, PIMCO RCM
Balanced, PIMCO RCM Tax Managed Growth, PIMCO RCM Biotechnology, PIMCO RCM
International Growth, PIMCO RCM Emerging Markets, PIMCO RCM Large Cap Select and
PIMCO RCM Europe Funds (together, the "New Funds") are each separate investment
portfolios of the Trust.
2. The Trust and the Adviser have entered into an Amended and Restated
Investment Advisory Agreement dated November 15, 1994, as further amended and
restated as of May 5, 2000 (the "Agreement"), and as further amended or
supplemented from time to time, pursuant to which the Trust employs the Adviser
to provide investment advisory and other services specified in the Agreement,
and the Adviser has accepted such employment.
3. Each of the New Funds has entered into an Agreement and Plan of
Reorganization (the "Plan") with series of the Trust dated _____________, 2001
pursuant to
which the New Funds will be restructured into series of the Trust, effective as
of the Exchange Date (as defined in the Plan).
4. As provided in paragraph 1 of the Agreement, the Trust hereby appoints
the Adviser to serve as Investment Adviser with respect to each New Fund, and
the Adviser accepts such appointment, the terms and conditions of such
employment to be governed by the Agreement, which is hereby incorporated herein
by reference.
5. As provided in paragraph 9 of the Agreement and subject to further
conditions set forth therein, the Trust shall with respect to each New Fund pay
the Adviser a monthly fee at the following annual rates based upon the average
daily net assets of such New Fund:
Fund Fee Rate
PIMCO RCM Global Small Cap Fund [ ]%
PIMCO RCM Global Technology Fund [ ]%
PIMCO RCM Global Health Care Fund [ ]%
PIMCO RCM Large Cap Growth Fund [ ]%
PIMCO RCM Midcap Fund [ ]%
PIMCO RCM Small Cap Fund [ ]%
PIMCO RCM Balanced Fund [ ]%
PIMCO RCM Tax Managed Growth Fund [ ]%
PIMCO RCM Biotechnology Fund [ ]%
PIMCO RCM International Growth Fund [ ]%
PIMCO RCM Emerging Markets Fund [ ]%
PIMCO RCM Europe Fund [ ]%
PIMCO RCM Large Cap Select Fund [ ]%
6. This Addendum shall be executed and the Addendum to the Agreement shall
take effect with respect to each New Fund on the Exchange Date (as defined in
the Plan) immediately following the consummation of the transaction involving
such New Fund contemplated by the Plan, and shall remain in effect, unless
sooner terminated as provided in the Agreement and herein, with respect to each
New Fund for a period of two years following such date unless sooner terminated
pursuant to and in accordance with the Agreement. This Addendum and the
Agreement shall continue thereafter on an annual basis with respect to each New
Fund provided that such continuance is specifically approved at least annually
(a) by vote of a majority of the Board of Trustees of the Trust, or (b) by vote
of a majority of the outstanding voting shares of such New Fund, and provided
continuance is also approved by vote of a majority of the Board of Trustees of
the Trust who are not parties to this Addendum or the Agreement or "interested
persons" (as defined in the 0000 Xxx) of the Trust, or the Adviser, cast in
person at a meeting called for the purpose of voting on such approval. This
Addendum and the Agreement may not be materially amended with respect to a New
Fund without a majority vote of the outstanding voting shares (as defined in the
0000 Xxx) of such New Fund.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the 0000 Xxx) of any New
Fund shall be
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effective to continue the Addendum and the Agreement with respect to such New
Fund notwithstanding (a) that this Addendum and the Agreement have not been
approved by the holders of a majority of the outstanding shares of any other New
Fund or any other investment portfolio of the Trust or (b) that this Addendum
and the Agreement have not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise. The Agreement will terminate automatically
with respect to the services provided by the Adviser in the event of its
assignment, as that term in defined in the 1940 Act, by the Adviser.
7. This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Adviser, without the payment of any penalty, by vote of a majority of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting shares of the Trust or, with respect to any New Fund, by vote of a
majority of the outstanding voting shares of such New Fund, on 60 days' written
notice to the Adviser;
(b) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Trust.
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PIMCO Funds: Multi-Manager Series
________________________________
By:
Title:
ACCEPTED:
PIMCO Advisors L.P.
____________________________
By:
Title:
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