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EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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9(c) Form of Assignment of Agency Agreement 99.B9(c)
Assignment
of Agency Agreement
AGREEMENT, made this ____ day of ______, 199_ among PIMCO Funds:
Multi-Manager Series (the "Fund"), a Massachusetts business trust, Pacific
Investment Management Company ("PIMCO"), a corporation organized under the laws
of California, PIMCO Advisors L.P. ("PALP"), a limited partnership, and
Investors Fiduciary Trust Company ("IFTC"), a state chartered trust company
organized and existing under the laws of the State of Missouri.
WHEREAS, the Fund, Pacific Financial Asset Management Corporation
("PFAMCO"), the corporate predecessor of PALP, and IFTC entered into an Agency
Agreement dated December 17, 1990 (together with all Addenda thereto, the
"Agency Agreement"), pursuant to which IFTC agreed to serve as Transfer Agent
and Dividend Disbursing Agent to the Fund with respect to the Portfolios (as
defined in the Agency Agreement); and
WHEREAS, in accordance with the terms of the Agency Agreement, PFAMCo
assigned its rights and obligations to PALP under the Agency Agreement effective
November 15, 1994, and the Fund and IFTC consented to such assignment; and
WHEREAS, in accordance with the terms of the Agency Agreement, PALP
assigned its rights and obligations to PIMCO under the Agency Agreement
effective August 11, 1995, and the Fund and IFTC consented to such assignment;
and
WHEREAS, PIMCO wishes to assign its rights and obligations under the
Agency Agreement to PALP effective as of the date indicated above; and
WHEREAS, the Fund wishes for IFTC to continue to serve as Transfer
Agent and Dividend Disbursing Agent to the Portfolios, and IFTC wishes to
continue to so serve, after the assignment described above;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and in the Agency Agreement, the parties agree as follows:
1. Assignment.
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Effective as of the date indicated above, PIMCO hereby assigns all
of its rights, duties, and obligations under the Agency Agreement to PALP.
2. Performance of Duties.
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Effective as of the date indicated above, PALP hereby assumes and
agrees to perform all of PIMCO's duties and obligations under the Agency
Agreement and be subject to all of the terms and conditions of said Agreement as
if they applied to PALP. PALP shall not be responsible for any claim or demand
arising under the Agency Agreement from services rendered prior to the effective
date of this Assignment unless otherwise agreed
by PALP, and PIMCO shall not be responsible for any claim or demand arising
under the Agency Agreement from services rendered after the effective date of
this Assignment unless otherwise agreed by PIMCO.
3. Consent.
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The Fund and IFTC hereby consent to this assignment to PALP of
PIMCO's rights, duties and obligations under the Agency Agreement and the
assumption by PALP of such rights, duties, and obligations, and agree, subject
to the terms and conditions of the Agency Agreement, to look to PALP for the
performance of the duties and obligations previously assumed by PIMCO under said
Agreement after the effective date as described above.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
PIMCO FUNDS: MULTI-MANAGER
SERIES
By:
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Attest: Title:
Title:
PACIFIC INVESTMENT MANAGEMENT
CORPORATION
By:
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Attest: Title:
Title:
PIMCO ADVISORS L.P.
By:
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Attest: Title:
Title:
INVESTORS FIDUCIARY TRUST
COMPANY
By:
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Attest: Title:
Title:
