Exhibit (d)(2)(v)
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FORM OF
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT, made this ____ day of ___________, 2001 between the PIMCO
Advisors L.P. ("the Adviser"), a limited partnership, and Dresdner RCM Global
Investors LLC, (the "Portfolio Manager"), a ___________________.
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 and the rules and
regulations thereunder, as amended from time to time (the "1940 Act"); and
WHEREAS, each of the Funds (as defined below) has entered into an Agreement
and Plan of Reorganization (the "Plan") with series of the Trust dated
_____________, 2001 pursuant to which the Funds will be restructured into series
of the Trust, effective as of the Exchange Date (as defined in the Plan); 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 of securities and other assets; and
WHEREAS, the Trust has established multiple series, including operational
series and series that are expected to be operational; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 and the rules and regulations
thereunder, as amended from time to time (the "Advisers Act"); and
WHEREAS, the Trust has retained the Adviser to render management services
to the Trust's series pursuant to an Investment Advisory Agreement dated
November 15, 1994, as further amended and restated as of May 5, 2000, as
supplemented from time to time, and such Agreement authorizes the Adviser to
engage sub-advisers to discharge the Adviser's responsibilities with respect to
the management of such series; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to furnish
investment advisory services to one or more series of the Trust, and the
Portfolio Manager is willing to furnish such services to such series 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 Dresdner RCM Global Investors LLC
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to act as Portfolio Manager to 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 Large Cap Select, PIMCO RCM
Balanced, PIMCO RCM Tax Managed Growth, PIMCO RCM Biotechnology, PIMCO RCM
International Growth, PIMCO RCM Emerging Markets and PIMCO RCM Europe Funds
(the "Funds") 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 of the Trust other than
the Funds, 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 general supervision of the
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Trust's Board of Trustees and the Adviser, the Portfolio Manager shall
provide a continuous investment program for the Funds and determine the
composition of the assets of the Funds, including determination of the
purchase, retention, or sale of the securities, cash, and other investments
for each Fund. The Portfolio Manager will provide investment research and
analysis, which may consist of a computerized investment methodology, and
will conduct a continuous program of evaluation, investment, sales, and
reinvestment of the Funds' assets by determining the securities and other
investments that shall be purchased, entered into, sold, closed, or
exchanged for the Funds, when these transactions should be executed, and
what portion of the assets of the Funds 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 Funds. To the extent permitted by the investment policies of the
Funds, the Portfolio Manager shall make decisions for the Funds 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. The Portfolio Manager will provide the services under this
Agreement in accordance with each 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.
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
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Registration Statement filed on Form N-1A as supplemented or amended
from time to time.
b. Shall use reasonable efforts to manage each Fund so that it qualifies
as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (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 Funds, 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
Funds, 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 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 Funds and to its other clients as to which they
exercise investment discretion. To the extent consistent with these
standards, and in accordance with Section 11(a) of the Securities
Exchange Act of 1934 and the rules and regulations 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 Funds 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 Funds 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 regularly to the
Adviser and the 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
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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 judgment of the Portfolio 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
such Fund, as may be reasonably necessary to enable the custodian to
perform its administrative and recordkeeping responsibilities with
respect to such 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 procedures and policies
stated in the Registration Statement, the value of any portfolio
securities or other assets of each 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 the Adviser, promptly upon
request, any of the Funds' 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 each Fund and the issuers and securities
represented in each Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to each 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
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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 reviewed the
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Registration Statement 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 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, including any portion thereof on file
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, including any portion thereof on file with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager will
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pay all expenses incurred by it and its staff and further activities in
connection with its services under this Agreement. 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;
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d. Expenses of obtaining quotations for calculating the value of each
Fund's net assets;
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;
h. Taxes, if any, levied against the Trust or any of its Funds;
i. Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for any of the Funds;
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 qualification to do business,
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, if any, representing Shares of
the Trust;
n. Trustees' fees and expenses to directors 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, 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.
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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 each Fund as set forth on the
Schedule A attached hereto.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
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responsible for providing money for the initial capitalization of any Fund.
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 a 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 any 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 purposes
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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 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 under
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the 1940 Act, the Portfolio Manager hereby agrees that all records which it
maintains for the Funds 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
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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-1 under the
1940 Act and to preserve the records required by Rule 204-2 under the
Advisers Act for the period specified in that Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate with each
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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 Funds)
or from engaging in other activities.
12. Liability. Except as provided in Section 13 and as may otherwise be
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required by the 1940 Act 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, "PM 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 PM 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
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Manager or any affiliated person of the Portfolio Manager (other than a PM
Indemnified Person); provided however, that in no case is the 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 obligation and duties
under this Agreement.
14. Duration and Termination. This Agreement shall be executed and shall take
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effect with respect to each Fund on the Exchange Date (as defined in the
Plan) immediately following the consummation of the transactions relating
to such Fund contemplated by the Plan, and shall remain in effect for two
years from such date, and continue thereafter on an annual basis with
respect to such Fund; provided that such annual continuance is specifically
approved at least annually (a) by the vote of a majority of the entire
Board of Trustees of the Trust, or (b) by the vote of a majority of the
outstanding voting securities (as such term is defined in the ▇▇▇▇ ▇▇▇) 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
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amended with respect to a Fund without the vote of a "majority of the
outstanding voting securities" (as such term is defined in the ▇▇▇▇ ▇▇▇) of
that Fund, except to the extent permitted by any exemption or exemptions
that may be or have been granted upon application made to the SEC or by any
applicable SEC rule. 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 a
majority of the entire Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as such term is defined
in the ▇▇▇▇ ▇▇▇) of the Trust or, with respect to a particular Fund,
by vote of a majority of the outstanding voting securities of that
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;
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 voting securities (as such term is defined in the ▇▇▇▇
▇▇▇) of a particular Fund shall be effective to continue this Agreement
with respect to the Fund notwithstanding (a) that this Agreement has not
been approved by the holders of a majority of the outstanding voting
securities of any other Fund or other series of the Trust or (b) that this
Agreement has not been approved by the vote of a majority of the
outstanding voting securities 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 the event of its assignment, as that term is defined
in the 1940 Act, by the Portfolio Manager.
15. Use of Name. It is understood that the name "Dresdner RCM Global Investors
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LLC" or "Dresdner RCM" or any derivative thereof or logo associated with
those names are the valuable property of Dresdner RCM Global Investors LLC
and its affiliates, and that the Trust and/or the Funds have the right to
use such names (or derivatives or logos) only so long as this Agreement
shall continue with respect to such Trust and/or Funds. Upon termination of
this Agreement, the Trust (or Fund) shall forthwith cease to use such names
(or derivatives or logos).
16. Agreement and Declaration of Trust. A copy of the Second Amended and
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Restated Agreement and Declaration of Trust of the Trust is on file with
the Secretary of State of the Commonwealth of Massachusetts. Notice is
hereby given that this Agreement is executed on behalf of the Trustees of
the Trust as Trustees and not individually, and that the obligations of or
arising out of this Agreement are not biding upon any of the Trustees,
officers or shareholders of the Trust individually, but are binding only
upon the assets and property of the Trust.
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17. 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 Advisers Act, 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 provisions 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.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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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 ADVISORS L.P.
By:_____________________________________
DRESDNER RCM GLOBAL INVESTORS LLC
By:_____________________________________
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Schedule to Portfolio Management Agreement
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FUND PORTFOLIO MANAGER ANNUAL FEE
RATE
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PIMCO RCM Global Small Cap Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Global Technology Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Global Health Care Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Large Cap Growth Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM MidCap Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Small Cap Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Large Cap Select Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Balanced Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Tax Managed Growth Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Biotechnology Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM International Growth Fund Dresdner RCM Global Investors LLC [ ]%
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PIMCO RCM Emerging Markets Fund Dresdner RCM Global Investors LLC [ ]%
-----------------------------------------------------------------------------------------------
PIMCO RCM Europe Fund Dresdner RCM Global Investors LLC [ ]%
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