Exhibit g.2
PORTFOLIO MANAGEMENT AGREEMENT
PIMCO New York Municipal Income Fund II
This Portfolio Management Agreement is executed as of June 18, 2002 by
and between PIMCO FUNDS ADVISORS LLC, a Delaware limited liability company (the
"Manager"), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited
liability company (the "Portfolio Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE PORTFOLIO MANAGER TO THE FUND.
(a) Subject always to the direction and oversight of the Trustees of
PIMCO New York Municipal Income Fund II (the "Fund"), a
Massachusetts business trust, the Portfolio Manager, at its
expense, will furnish continuously an investment program for 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
Portfolio Manager (1) will comply with the provisions of the
Fund's Agreement and Declaration of Trust and Bylaws, including
any amendments thereto (upon receipt of such amendments by the
Portfolio Manager), 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 Portfolio Manager upon filing with the Securities
and Exchange Commission (the "SEC")), (2) will use its best
efforts to safeguard and promote the welfare of the Fund and (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
Portfolio Manager in writing. The Portfolio Manager 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 Portfolio Manager, 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).
(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 Portfolio Manager 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 Portfolio Manager, 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 Fund may determine and communicate to the
Portfolio Manager in writing, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Portfolio Manager 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 Portfolio Manager determines in good faith
that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular
transaction or the Portfolio Manager's overall responsibilities
with respect to the Fund and to other clients of the Portfolio
Manager and its affiliates as to which the Portfolio Manager and
its affiliates exercise investment discretion. The Fund agrees
that any entity or person associated with the Portfolio Manager 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 Fund which is permitted by Section 11(a) of
the Securities Exchange Act of 1934 (the "1934 Act").
(d) The Portfolio Manager shall not be obligated to pay any expenses
of or for the Fund not expressly assumed by the Portfolio Manager
pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Fund may be a shareholder, member, director, officer or
employee of, or be otherwise interested in, the Portfolio Manager, and in
any person controlled by or under common control with the Portfolio
Manager, and that the Portfolio Manager and any person controlled by or
under common control with the Portfolio Manager may have an interest in
the Fund. It is also understood that the Portfolio Manager and persons
controlled by or under common control with the Portfolio Manager have and
may have advisory,
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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 PORTFOLIO MANAGER.
The Manager will pay the Portfolio Manager as compensation for the
Portfolio Manager's services rendered and for the expenses borne by the
Portfolio Manager pursuant to Section 1, a fee computed and paid monthly
at the annual rate of 0.50% of the average daily net asset value of the
Fund (including daily net assets attributable to any preferred shares of
the Fund that may be outstanding). Such fee shall be payable for each
month within 10 business days after the end of such month.
In the event that the Portfolio Manager has agreed to a fee waiver
arrangement with the Manager, subject to such terms and conditions as the
Manager and the Portfolio Manager may set forth in such agreement, the
compensation due the Portfolio Manager hereunder shall be reduced to the
extent required by such fee waiver arrangement.
If the Portfolio Manager shall serve for less than the whole of a month,
the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.
This Agreement shall automatically terminate, without the payment of any
penalty, in the event of its assignment or in the event that the
Investment Management Agreement between the Manager and the Fund shall
have terminated for any reason; and this Agreement shall not be amended
unless such amendment is 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 Fund who are not interested persons
of the Fund or of the Manager or the Portfolio Manager.
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 Fund may at any time terminate this Agreement by written
notice delivered or mailed by registered mail, postage prepaid, to
the Manager and the Portfolio Manager, or
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(b) If (i) the Trustees of the Fund 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 Fund who are not
interested persons of the Fund or of the Manager or of the
Portfolio Manager, 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
Portfolio Manager 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 Portfolio Manager, and the Portfolio
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 Manager.
Action by the Fund 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 Portfolio Manager shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Portfolio Manager
shall fail to be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended from time to time, (b) the Portfolio
Manager 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 Fund,
(c) there is a change in control of the Portfolio Manager or any parent
of the Portfolio Manager within the meaning of the 1940 Act, or (d) there
is a material adverse change in the business or financial position of the
Portfolio Manager.
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,
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(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 SEC under 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 PORTFOLIO MANAGER.
Notwithstanding any other provisions of this Agreement, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the
Portfolio Manager, or reckless disregard of its obligations and duties
hereunder, the Portfolio Manager, including its officers, directors and
members, shall not be subject to any liability to the Manager, to the
Fund, or to any shareholder, officer, director, partner or Trustee
thereof, for any act or omission in the course of, or connected with,
rendering services hereunder.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Fund 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 only upon the assets and
property of the Fund.
10. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the Trustees
of the Fund or the Manager, the Portfolio Manager shall not exercise or
procure the exercise of any voting right attaching to investments of the
Fund.
11. COUNTERPARTS.
This Agreement may be signed in one or more counterparts, each of which
shall be deemed to be an original.
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IN WITNESS WHEREOF, PIMCO FUNDS ADVISORS LLC and PACIFIC INVESTMENT
MANAGEMENT COMPANY LLC have each caused this instrument to be signed on its
behalf by its duly authorized representative, all as of the day and year first
above written.
PIMCO FUNDS ADVISORS LLC PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Managing Director Title: Managing Director
Accepted and agreed to as of the
day and year first above written:
PIMCO NEW YORK MUNICIPAL INCOME FUND II
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President and Secretary
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