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EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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5(b)(xiii) Form of Portfolio Management Agreement with 99.B5(b)(xiii)
▇▇▇ ▇▇▇ Associates Corporation
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this _______ day of ______________, 199__ between
PIMCO Advisors L.P. ("Adviser"), a limited partnership, and ▇▇▇ ▇▇▇ Associates
Corporation ("Portfolio Manager"), a Delaware corporation.
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") is
registered with the Securities and Exchange Commission ("SEC") as an open-end,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest ("Shares") in separate series, with each such series representing
interests in a separate portfolio; and
WHEREAS, the Trust has established multiple series, including
operational series or series that are expected to be operational that are
designated as the PIMCO International Developed Fund, PIMCO International Fund,
PIMCO Emerging Markets 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 Growth Fund, PIMCO Mid Cap
Equity Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO Tax Exempt Fund, PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small
Cap Value Fund, PIMCO Enhanced Equity Fund, PIMCO Structured Emerging Markets
Fund, PIMCO Balanced Fund, and PIMCO Precious Metals Fund, such series together
with any other series subsequently established by the Trust, with respect to
which the Trust desires to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the "Funds"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act");
and
WHEREAS, the Trust has retained the Adviser to render management
services to the Funds pursuant to an Investment Advisory Agreement dated as of
November 15, 1994, as amended and restated effective as of the date hereof, 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 desires to retain the Portfolio Manager to
furnish investment advisory services to one or more of the Funds of the Trust,
and the Portfolio Manager is willing to furnish such services to such Funds and
the Adviser in the manner and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Adviser and the
Portfolio Manager as follows:
1. Appointment. The Adviser hereby appoints ▇▇▇ ▇▇▇ Associates
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Corporation to act as Portfolio Manager to the PIMCO Precious Metals Fund (the
"Fund") for the periods and on the terms set forth in this Agreement. The
Portfolio Manager accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more series other than the Fund,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Adviser in
writing, whereupon such series shall become a Fund hereunder, and be subject to
this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the
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Trust's Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Fund and determine the composition of the
assets of the Fund, including determination of the purchase, retention, or sale
of the securities, cash, and other investments for the Fund. The Portfolio
Manager will provide investment research and analysis, which may consist of
computerized investment methodology, and will conduct a continuous program of
evaluation, investment, sales, and reinvestment of the Fund's assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Fund, when these transactions
should be executed, and what portion of the assets of the Fund should be held in
the various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of the Fund. To the extent permitted by the investment policies
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of the Fund, the Portfolio Manager shall make decisions for the Fund as to
foreign currency matters and make determinations as to the retention or
disposition of foreign currencies or securities or other instruments denominated
in foreign currencies, or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on foreign
currencies and shall execute and perform the same on behalf of the Fund. The
Portfolio Manager will provide the services under this Agreement in accordance
with the Fund's investment objective or objectives, investment policies, and
investment restrictions as stated in the Trust's Registration Statement filed on
Form N-1A with the SEC, as supplemented or amended from time to time, copies of
which shall be sent to the Portfolio Manager by the Adviser. In performing these
duties, the Portfolio Manager:
(a) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's
Board of Trustees, and with the provisions of the Trust's Registration
Statement filed on Form N-1A, as supplemented or amended from time to
time.
(b) Shall take no actions in managing the Fund that would cause the
Fund to fail to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other
investments for the Fund, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates.
The Portfolio Manager's primary consideration in effecting a security
or other transaction will be to obtain the best execution for the
Fund, taking into account the factors specified in the Prospectus and
Statement of Additional Information for the Trust, as they may be
amended or supplemented from time to time. Subject to such policies
as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager
shall not be deemed to have acted unlawfully or to have
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breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker or dealer, acting
as agent, for effecting a portfolio transaction at a price 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 its other clients as
to which it exercises investment discretion. To the extent consistent
with these standards, and in accordance with Section 11(a) of the
Securities Exchange Act of 1934 and Rule 11a2-(T) thereunder, and
subject to any other applicable laws and regulations, the Portfolio
Manager is further authorized to allocate the orders placed by it on
behalf of the Fund to the Portfolio Manager if it is registered as a
broker or dealer with the SEC, to its affiliate that is registered as
a broker or dealer with the SEC, or to such brokers and dealers that
also provide research or statistical research and material, or other
services to the Fund or the Portfolio Manager. Such allocation shall
be in such amounts and proportions as the Portfolio Manager shall
determine consistent with the above standards, and, upon request, the
Portfolio Manager will report on said allocation to the Adviser and
Board of Trustees of the Trust, indicating the brokers or dealers to
which such allocations have been made and the basis therefor.
(d) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Fund as well as any other
investment advisory clients, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other clients
where such aggregation is not inconsistent with the policies set forth
in the Registration Statement. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the reasonable judgment of the Portfolio
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Manager in the exercise of its fiduciary obligations to the Trust and
to such other clients.
(e) Will, in connection with the purchase and sale of securities for
each Fund, arrange for the transmission to the custodian for the Trust
on a daily basis, such confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip,
Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Fund, as may be reasonably necessary to enable
the custodian to perform its administrative and recordkeeping
responsibilities with respect to the Fund, and, with respect to
portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian.
(f) Will assist the custodian and recordkeeping agent(s) for the Trust
in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement for the Trust, the value
of any portfolio securities or other assets of the Fund for which the
custodian and recordkeeping agent(s) seek assistance from the
Portfolio Manager or identify for review by the Portfolio Manager.
(g) Will make available to the Trust and Adviser, promptly upon
request, any of the Fund's investment records and ledgers as are
necessary to assist the Trust to comply with requirements of the 1940
Act and the Investment Advisers Act of 1940, as well as other
applicable laws, and will furnish to regulatory authorities having the
requisite authority any information or reports in connection with such
services which may be requested in order to ascertain whether the
operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.
(h) Will regularly report to the Trust's Board of Trustees on the
investment program for the Fund and the issuers and securities
represented in the Fund's portfolio, and will furnish the Trust's
Board of
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Trustees with respect to the Fund such periodic and special reports as
the Trustees may reasonably request.
(i) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has
not, to the best of the Portfolio Manager's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the Commodity Exchange Act, or as an affiliated person,
salesman, or employee of any investment company, bank, insurance
company, or entity or person required to be registered under the
Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of
competent jurisdiction from acting as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the Commodity Exchange Act, or as an affiliated person,
salesman or employee of any investment company, bank, insurance
company, or entity or person required to be registered under the
Commodity Exchange Act, or from engaging in or continuing any
conduct or practice in connection with any such activity or in
connection with the purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has
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reviewed the Registration Statement for the Trust filed with the SEC and
represents and warrants that, with respect to the disclosure about the Portfolio
Manager or information relating, directly or indirectly, to the Portfolio
Manager, such
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Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which was
required to be stated therein or necessary to make the statements contained
therein not misleading. The Portfolio Manager further represents and warrants
that it is a duly registered investment adviser under the Advisers Act and a
duly registered investment adviser in all states in which the Portfolio Manager
is required to be registered. The Adviser has received a current copy of the
Portfolio Manager's Uniform Application for Investment Adviser Registration on
Form ADV, as filed with the SEC. The Portfolio Manager agrees to provide the
Adviser with current copies of the Portfolio Manager's Form ADV, and any
supplements or amendments thereto, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager
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will pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement including, but not limited to,
(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). The Portfolio Manager shall not be responsible for any of
the following:
(a) Expenses of all audits by the Trust's independent public
accountants;
(b) Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of the
Fund's net assets;
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(e) Expenses of obtaining Portfolio Activity Reports for each Fund;
(f) Expenses of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Trust;
(h) Taxes, if any, levied against the Trust or any of the Fund;
(i) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Fund;
(j) Costs, including the interest expenses, of borrowing money;
(k) Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses and reports of the Trust to
its shareholders, the filing of reports with regulatory bodies, the
maintenance of the Trust's existence, and the registration of shares
with federal and state securities or insurance authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
(m) Costs of printing stock certificates representing shares of the
Trust;
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(n) Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate
thereof;
(o) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
(p) Association membership dues;
(q) Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings and other claims and
the legal obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto;
and
(r) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Compensation. For the services provided, the Adviser will pay the
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Portfolio Manager a fee accrued and computed daily and, payable monthly, based
on the average daily net assets of the Fund at the annual rate of .35% of the
average daily net assets of the Fund.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not
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be responsible for providing money for the initial capitalization of the Trust
or the Fund.
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7. Compliance.
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(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Trust in the event (i) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment
adviser; or has commenced proceedings or an investigation that may
result in any of these actions, and (ii) upon having a reasonable basis
for believing that the Fund has ceased to qualify or might not qualify
as a regulated investment company under Subchapter M of the Internal
Revenue Code. The Portfolio Manager further agrees to notify the Adviser
and the Trust immediately of any material fact known to the Portfolio
Manager respecting or relating to the Portfolio Manager that is not
contained in the Registration Statement or prospectus for the Trust, or
any amendment or supplement thereto, or of any statement contained
therein that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the
Trust; placed limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings or an investigation
that may result in any of these actions, and (ii) upon having a
reasonable basis for believing that the Fund has ceased to qualify or
might not qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code.
8. Independent Contractor. The Portfolio Manager shall for all
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purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time to
time, have no authority to act for or represent the Adviser in any way or
otherwise be deemed its agent. The Portfolio Manager understands that unless
expressly provided herein or authorized from time to time by the Trust, the
Portfolio Manager shall have no authority to act for
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or represent the Trust in any way or otherwise be deemed the Trust's agent.
9. Books and Records. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Fund are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Adviser's request, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-l under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with
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each other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC) in connection
with any investigation or inquiry relating to this Agreement or the Trust.
11. Services Not Exclusive. It is understood that the services of the
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Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Fund) or from engaging in
other activities. It is understood that any of the shareholders, Trustees,
officers and employees of the Trust may be a shareholder, 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 may have an interest in the Trust. 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, management
service or other contracts with other organizations and persons, and may have
other interests and businesses; provided, however, that neither the Portfolio
Manager nor any of its affiliates operating under the ▇▇▇ ▇▇▇ name shall
undertake to act as investment adviser or sub-adviser for any other registered
investment company that is not sponsored or managed by the Portfolio Manager or
one of its affiliates except upon not less than 60 days' prior notice in
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writing to the Adviser and the Trust.
12. Liability. Except as provided in Section 13 and as may otherwise
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be required by the 1940 Act or the rules thereunder or other applicable law, the
Adviser agrees that the Portfolio Manager, any affiliated person of the
Portfolio Manager, and each person, if any, who, within the meaning of Section
15 of the Securities Act of 1933 (the "1933 Act") controls the Portfolio Manager
shall not be liable for, or subject to any damages, expenses, or losses in
connection with, any act or omission connected with or arising out of any
services rendered under this Agreement, except by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Portfolio Manager's
duties, or by reason of reckless disregard of the Portfolio Manager's
obligations and duties under this Agreement.
13. Indemnification. The Portfolio Manager agrees to indemnify and hold
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harmless, the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person, if
any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "▇▇▇ ▇▇▇ Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or such affiliated
person or controlling person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, under any other statute, at common law or otherwise, arising
out of the Portfolio Manager's responsibilities to the Trust which (i) may be
based upon any misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a ▇▇▇ ▇▇▇
Indemnified Person), or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering the Shares of the Trust or any Fund, or any amendment
thereof or any supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such a statement or omission was made in
reliance upon information furnished to the Adviser, the Trust, or any affiliated
person of the Trust by the Portfolio Manager or any affiliated person of the
Portfolio Manager (other than a ▇▇▇ ▇▇▇ Indemnified Person); provided, however,
that in no case is the
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Portfolio Manager's indemnity in favor of the Adviser or any affiliated person
or controlling person of the Adviser deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and duties under
this Agreement.
The Adviser agrees to indemnify and hold harmless the Portfolio Manager,
any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of
the Portfolio Manager and each person, if any, who, within the meaning of
Section 15 of the 1933 Act controls the Portfolio Manager (collectively,
"Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which the
Portfolio Manager or such affiliated person or controlling person may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other
statute, at common law or otherwise, arising out of the Adviser's
responsibilities as adviser of the Trust which (i) may be based upon any
misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or
representatives or any affiliate of or any person acting on behalf of the
Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares of the Trust or any Fund,
or any amendment thereof or any supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, unless such statement or
omission was made in reliance upon written information furnished to the Adviser
or any affiliated person of the Adviser by the Portfolio Manager or any
affiliated person of the Portfolio Manager (other than an Adviser Indemnified
Person); provided however, that in no case is the indemnity of the Adviser in
favor of the Portfolio Manager, or any affiliated person or controlling person
of the Portfolio Manager deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties, or
by reason of his reckless disregard of obligations and duties under this
Agreement.
14. Duration and Termination. This Agreement shall take effect as of
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the date hereof, and shall remain in effect for
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two years from such date, and continue thereafter on an annual basis with
respect to a 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 that 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 Agreement or "interested persons" (as such term is defined in the ▇▇▇▇
▇▇▇) 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 Agreement may
not be materially amended without a majority vote of the outstanding shares (as
defined in the ▇▇▇▇ ▇▇▇) of the Fund. This 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
(1) a majority of the Trustees of the Trust; (2) a majority of the
Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as such term is defined in the ▇▇▇▇ ▇▇▇) of the
Trust, the Adviser or the Portfolio Manager; or (3) a majority of the
outstanding voting shares of the Trust or, with respect to a particular
Fund, by vote of a majority of the outstanding voting shares of such
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 180 days' written notice to the Trust.
(c) by the Adviser at any time, without the payment of any penalty, upon
60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a particular Fund shall
be effective to continue this Agreement with respect to such Fund
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Fund or (b) that this
Agreement has not been approved by the vote of a majority of the
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outstanding shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise. This Agreement will terminate automatically
with respect to the services provided by the Portfolio Manager in event of its
assignment, as that term is defined in the 1940 Act, by the Portfolio Manager.
15. Agreement and Declaration of Trust. A copy of the Second Amended
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and Restated Agreement and Declaration of Trust for the Trust is on file with
the Secretary of the Commonwealth of Massachusetts. The Second Amended and
Restated Agreement and Declaration of Trust has been executed on behalf of the
Trust by a Trustee of the Trust in his capacity as Trustee of the Trust and not
individually. The obligations of this Agreement shall be binding upon the assets
and property of the Trust and shall not be binding upon any Trustee, officer, or
shareholder of the Trust individually.
16. Miscellaneous.
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(a) This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with the
1940 Act, the Investment Advisers Act of 1940 or rules or orders of the
SEC thereunder.
(b) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(c) If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any party hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
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(d) Except with the agreement or on the specific instructions of the
Trustees of the Trust or the Adviser, the Portfolio Manager shall not
exercise or procure the exercise of any voting right attaching to
investments of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PIMCO ADVISORS L.P.
By:
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Attest: Title:
Title:
▇▇▇ ▇▇▇ ASSOCIATES CORPORATION
By:
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Attest: Title:
Title:
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