EXHIBIT 5(xii)
SUPPLEMENT TO
INVESTMENT ADVISORY CONTRACT
PIMCO Funds
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
____________, 1997
Pacific Investment Management Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: Low Duration Mortgage Fund
Total Return Mortgage Fund
Emerging Markets Bond Fund
Emerging Markets Bond Fund II
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
Pacific Investment Management Company (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. A separate class of shares of beneficial interest in the Trust is
offered to investors with respect to each investment portfolio. The Low Duration
Mortgage Fund, Total Return Mortgage Fund, Emerging Markets Bond Fund, and
Emerging Markets Bond Fund II (the "Funds") are each separate investment
portfolios of the Trust.
2. The Trust and the Adviser have entered into an Investment Advisory
Contract ("Contract") dated November 22, 1994, as amended, pursuant to which the
Trust has employed the Adviser to provide investment advisory and other services
specified in the Contract, and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Contract, the Trust hereby appoints
the Adviser to serve as Investment Adviser with respect to the Funds, and the
Adviser accepts such appointment, the terms and conditions of such employment to
be governed by the Contract, which is hereby incorporated herein by reference.
4. As provided in paragraph 6 of the Contract and subject to further
conditions as set forth therein, the Trust shall with respect to the Funds pay
the Adviser a
monthly fee on the first business day of each month, based upon the average
daily value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Funds during the preceding month as follows: for the Low Duration Mortgage Fund
and Total Return Mortgage Fund, a fee at an annual rate of .25%; and for the
Emerging Markets Bond Fund and Emerging Markets Bond Fund II, a fee at an annual
rate of .45%.
5. This Supplement and the Contract shall become effective with respect to
the Funds on ___________, 1997, and shall thereafter continue in effect with
respect to the Funds for a period of more than two years from such date only so
long as the continuance is specifically approved at least annually (a) by the
vote of a majority of the outstanding voting securities of the Funds (as defined
in the 1940 Act) or by the Trust's Board of Trustees and (b) by the vote, cast
in person at a meeting called for that purpose, of a majority of the Trust's
Trustees who are not parties to this Contract or "interested persons" (as
defined in the Investment Company Act of 1940 ("1940 Act") of any such party.
This Contract may be terminated with respect to the Trust at any time, without
the payment of any penalty, by vote of a majority of the outstanding voting
securities of the Funds (as defined in the 1940 Act) or by a vote of a majority
of the Trust's entire Board of Trustees on 60 days' written notice to the
Adviser. This Contract shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
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
BY:
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ACCEPTED:
Pacific Investment Management Company
BY:
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