r77q1e.txt
INVESTMENT ADVISORY CONTRACT
PIMCO MANAGED ACCOUNTS TRUST
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
September 5, 2014
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This contract dated September 5, 2014 (the "Contract") is
between PIMCO Managed Accounts Trust (the "Trust"), a
Massachusetts business trust, and Pacific Investment
Management Company LLC (the "Adviser" or "PIMCO"),
a Delaware limited liability company. This Contract will
confirm the agreement between the Trust and the Adviser
as follows:
1. The Trust is an open-end investment company which
has separate investment portfolios. This Contract shall
apply to these portfolios of the Trust listed on Exhibit A
attached hereto and made a part hereof, as such Exhibit A
may be amended or supplemented from time to time,
including to add or remove portfolios (such portfolios as
listed on Exhibit A from time to time, the "Portfolios").
Separate classes of shares of beneficial interest in the Trust
("Shares") may be offered to investors in each Portfolio.
The Trust engages in the business of investing and
reinvesting the assets of each Portfolio in the manner and in
accordance with the investment objective(s), policies and
restrictions applicable to that Portfolio as specified in the
currently effective Prospectus (such Prospectus is hereafter
referred to as the "Prospectus") and Statement of
Additional Information (such Statement of Information is
hereafter referred to as the "Statement of Additional
Information") for the Trust included in its registration
statement, as amended from time to time (the "Registration
Statement"), filed by the Trust under the Investment
Company Act of 1940, as amended (together with the rules
and regulations thereunder, the "1940 Act"), and the
Securities Act of 1933, as amended (together with the rules
and regulations thereunder, the "1933 Act"). Copies of the
documents referred to in the preceding sentence have been
furnished to the Adviser. Any amendments to those
documents shall be furnished to the Adviser promptly.
Pursuant to a Distribution Contract, dated September 5,
2014, as may be amended from time to time, between the
Trust and the Trust's principal underwriter (the
"Distributor"), the Trust has employed the Distributor to
serve as principal underwriter for the Shares. Pursuant to a
Supervision and Administration Agreement, dated
September 5, 2014, as may be amended from time to time,
between the Trust and the Adviser, the Trust has also
retained the Adviser, in its capacity as the Trust's
administrator, to provide the Portfolios with supervisory,
administrative and other services.
2. The Trust hereby appoints PIMCO as the Adviser to
provide the investment advisory services with respect to the
Portfolios for the period and on the terms set forth in this
Contract, as amended or supplemented from time to time.
The Adviser accepts such appointment and agrees during
such period to render the services herein set forth for the
compensation (if any) herein provided.
3. (a) The Adviser shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate
to assist it in performing its obligations under this Contract
and (ii) provide all services, equipment and facilities
necessary to perform its obligations under this Contract.
The Adviser may from time to time seek research
assistance and rely on investment management resources
available to it through its affiliated companies, but in no
case shall such reliance relieve the Adviser of any of its
obligations hereunder, nor shall a Portfolio be responsible
for any additional fees or expenses hereunder as a result.
(b) The Adviser shall not be obligated to pay any expenses
of or for the Trust or the Portfolios not expressly agreed to
by the Adviser under this Contract or otherwise in writing.
Without limiting the generality of the foregoing, the Trust
and the applicable Portfolio(s) (and not the Adviser) shall
be solely responsible for the following fees and expenses
unless otherwise agreed to outside of this Contract: salaries
and other compensation or expenses, including travel
expenses, of any of the Trust's executive officers and
employees, if any, who are not officers, directors,
shareholders, members, partners or employees of the
Adviser or its subsidiaries or affiliates; taxes and
governmental fees, if any, levied against the Trust or any of
its Portfolios; costs, including interest expenses, of
borrowing money or engaging in other types of leverage
financing including, without limitation, through the use by
a Portfolio of reverse repurchase agreements, tender option
bonds, bank borrowings and credit facilities; expenses of
all audits by the Trust's independent public accountants;
the Trust's ordinary legal fees, including the legal fees that
arise in the ordinary course of business for a Massachusetts
business trust registered as an open-end management
investment company; association membership dues;
expenses of the Trust's custodial services, including any
recordkeeping services provided by the custodian; expenses
of the Trust's transfer agent, registrar, dividend disbursing
agent, and shareholder recordkeeping services; costs and/or
fees, including legal fees, incident to meetings of the
Trust's shareholders, the preparation, printing and mailings
of prospectuses, notices and proxy statements 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 expenses of
issuing, redeeming, registering and qualifying for sale,
Shares with federal and state securities authorities; costs of
printing certificates representing Shares of the Portfolios, if
any; fees and expenses, including travel expenses, and fees
and expenses of legal counsel retained for their benefit, of
Trustees who are not officers, employees, partners,
shareholders or members of PIMCO or its subsidiaries or
affiliates; the Trust's pro rata portion of the fidelity bond
required by Section 17(g) of the 1940 Act and other
insurance premiums; brokerage fees and commissions, and
other portfolio transaction expenses incurred for any of the
Portfolios; organizational and offering expenses of the
Trust and the Portfolios and any expenses which are
capitalized in accordance with generally accepted
accounting principles; and extraordinary expenses,
including extraordinary legal expenses, 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.
Notwithstanding the foregoing, the Trust may enter into a
separate agreement, which shall be controlling over this
Contract, as amended, pursuant to which some or all of the
foregoing expenses of this Section 3(b) shall be the
responsibility of the other party or parties to that
agreement. As such, the Adviser or an affiliate may bear
some or all of the foregoing expenses under the terms of
one or more other agreements.
4. (a) The Adviser shall provide to the Trust investment
guidance and policy direction in connection with the
management of the Portfolios, including oral and written
research, analysis, advice, and statistical and economic data
and information.
Consistent with the investment objective(s), policies and
restrictions applicable to the Trust and the Portfolios, the
Adviser will determine the securities and other assets to be
purchased or sold or the other techniques to be utilized
(including, but not limited to, the incurrence of leverage
and securities lending) by each Portfolio and will determine
what portion of each Portfolio shall be invested in
securities or other assets, and what portion, if any, should
be held uninvested.
The Trust will have the benefit of the investment analysis
and research, the review of current economic conditions
and trends and the consideration of long-range investment
policy generally available to investment advisory clients of
the Adviser. It is understood that the Adviser will not, to
the extent inconsistent with applicable law, use any
material nonpublic information pertinent to investment
decisions undertaken in connection with this Contract that
may be in its possession or in the possession of any of its
affiliates.
(b) As manager of the assets of the Portfolios, the Adviser
shall make investments for the account of the Portfolios in
accordance with the Adviser's best judgment and within the
investment objective(s), policies and restrictions set forth in
the Prospectus, the 1940 Act, any applicable SEC
exemptive relief, no-action letters or other guidance, and
the provisions of the Internal Revenue Code of 1986
relating to regulated investment companies, subject to
policy decisions adopted by the Trust's Board of Trustees.
(c) The Adviser shall furnish to the Trust's Board of
Trustees periodic reports on the investment performance of
the Trust and its Portfolios and on the performance of its
obligations under this Contract and shall supply such
additional reports and information as the Trust's officers or
Board of Trustees shall reasonably request.
(d) On occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of a Portfolio as
well as other of its clients, the Adviser, to the extent
permitted by applicable law, may, but shall not be obligated
to, aggregate the securities to be so sold or purchased in
order to seek to obtain the best execution of the order or
lower brokerage commissions or other transaction costs, if
any. The Adviser may also on occasion purchase or sell a
particular security for one or more clients in different
amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities
so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner it
considers to be equitable and consistent with its fiduciary
obligations to the Trust and to such other customers.
(e) The Adviser may cause a Portfolio to pay a broker
which provides brokerage and research services to the
Adviser a commission for effecting a securities transaction
in excess of the amount another broker might have charged.
Such higher commissions may not be paid unless the
Adviser determines in good faith that the amount paid is
reasonable in relation to the services received in terms of
the particular transaction or the Adviser's overall
responsibilities to the Trust and any other of the Adviser's
clients.
(f) The Adviser may itself, or may cause a Portfolio to,
commence, join in, consent to or oppose the reorganization,
recapitalization, consolidation, sale, merger, foreclosure,
liquidation or readjustment of the finances of any person or
the securities or other property thereof, and to deposit any
securities or other property with any protective,
reorganization or similar committee. Without limiting the
generality of the foregoing, the Adviser may represent a
Portfolio on a creditors' (or similar) committee.
(g) The Adviser shall have sole authority to exercise
whatever powers the Trust may possess with respect to any
of the assets of a Portfolio, including, but not limited to, the
right to vote proxies, the power to exercise rights, options,
warrants, conversion privileges and redemption privileges,
and to tender securities pursuant to a tender offer.
5. The Adviser shall give the Trust the benefit of the
Adviser's best judgment and efforts in rendering services
under this Contract. The Adviser may rely on information
reasonably believed by it to be accurate and reliable. As an
inducement for the Adviser's undertaking to render these
services under this Contract, the Trust agrees that neither
the Adviser nor its members, officers, directors or
employees shall be subject to any liability for, or any
damages, expenses or losses incurred in connection with,
any act or omission or mistake in judgment connected with
or arising out of any services rendered under this Contract,
except by reason of willful misfeasance, bad faith or gross
negligence in performance of the Adviser's duties, or by
reason of reckless disregard of the Adviser's obligations
and duties hereunder.
6. (a) In consideration of the services to be rendered by the
Adviser under this Contract, each Portfolio of the Trust
shall 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 and in the
manner set forth in the Prospectus for determining net asset
value per share) of the net assets of the Portfolio, as
applicable, during the preceding month, at the annual rates
provided for in Exhibit A, as such Exhibit A may be
amended from time to time. It is understood that the fee
rate payable by a Portfolio hereunder may be 0.00%, such
that the Adviser agrees to provide the services hereunder to
such Portfolio for no compensation. The average daily
value of the net assets of a Portfolio shall be determined by
taking an average of all the determinations of such amount
during such month at the close of business on each business
day during such month while this Contract is in effect.
Such fee, if any, shall be payable for each month within 5
business days after the end of such month.
If the fees (if any) payable to the Adviser pursuant to this
paragraph 6 with respect to a Portfolio begin to accrue
before the end of any month or if this Contract terminates
before the end of any month, the fees payable by the
Portfolio for the period from that date to the end of that
month or from the beginning of that month to the date of
termination, as the case may be, shall be pro-rated
according to the proportion which the period bears to the
full month in which the effectiveness or termination occurs.
For purposes of this Contract, a "business day" is any day a
Portfolio is open for business or as otherwise provided in
the Trust's Prospectus.
In the event that the Adviser has agreed to a fee waiver or
an expense limitation or reimbursement arrangement with a
Portfolio, subject to such terms and conditions as the
Adviser and the Trust may set forth in such agreement, the
compensation due the Adviser hereunder (if any) shall be
reduced, and, if necessary, the Adviser shall bear expenses
with respect to the Portfolio, to the extent required by such
fee waiver or expense limitation or reimbursement
arrangement.
7. The Adviser agrees that it shall promptly notify the
Trust in the event (i) that the SEC has censured the
Adviser; 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
Portfolio has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the
Internal Revenue Code. The Adviser further agrees to
notify the Trust promptly of any material fact known to the
Adviser that is not contained in the Registration Statement,
Prospectus or Statement of Additional Information for the
Trust, or any amendment or supplement thereto, or of any
statement contained therein that becomes untrue in any
material respect.
8. (a) This Contract shall take effect as to each Portfolio as
of the close of business on the date indicated above (and,
with respect to any amendment, or with respect to any
additional Portfolio, the date of the amendment or
supplement hereto), and shall remain in effect, unless
sooner terminated as provided herein, for one year from
such date (or, with respect to any additional Portfolio, for
two years from the date of the supplement), and shall
continue thereafter on an annual basis with respect to such
Portfolio provided that such continuance is specifically
approved at least annually (i) by the vote of a majority of
the outstanding voting securities (as defined in the 0000
Xxx) of the Portfolio or by the Trust's Board of Trustees;
and (ii) by the vote, cast in person at a meeting called for
such purpose, of a majority of the Trust's Trustees who are
not parties to this Contract or "interested persons" (as
defined in the 0000 Xxx) of any such party; provided,
however, that if the continuance of this Contract is
submitted to the shareholders of a Portfolio for their
approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the
Adviser may continue to serve hereunder with respect to
such Portfolio in a manner consistent with the 1940 Act.
This Contract may not be materially amended with respect
to a Portfolio or Portfolios without a vote of a majority of
the outstanding voting securities (as defined in the 0000
Xxx) of the pertinent Portfolio or Portfolios. Exhibit A may
be amended from time to time to add new Portfolios
without a vote of any shareholders.
(b) This Contract may be terminated with respect to a
Portfolio or class of Shares at any time, without the
payment of any penalty, by a vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx)
of such Portfolio or class or by a vote of a majority of the
Trust's entire Board of Trustees on 60 days' written notice
to the Adviser, or by the Adviser on 60 days' written notice
to the Trust. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
9. The services of the Adviser to each Portfolio under this
Contract are not to be deemed exclusive as to the Adviser,
and the Adviser will be free to render similar services to
other investment companies and other clients. Except to the
extent necessary to perform the Adviser's obligations under
this Contract, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the
Adviser, or any employee of the Adviser, to engage in any
other business or to devote time and attention to the
management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm,
individual or association.
10. The Adviser shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of
Trustees of the Trust from time to time, have no authority
to act for or represent the Trust or any Portfolio in any way
or otherwise be deemed its agent.
11. It is understood that the names "Pacific Investment
Management Company LLC" or "PIMCO" or any
derivative thereof or logo associated with those names and
other servicemarks and trademarks owned by the Adviser
or its affiliates are the valuable property of the Adviser and
its affiliates, and that the Trust and/or the Portfolios may
use such names (or derivatives or logos) only as permitted
by the Adviser.
12. This Contract shall be governed by the laws of the
State of California, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the
Investment Advisers Act of 1940, or any rule or order of
the SEC thereunder, or the Commodity Exchange Act, or
any rule or order of the Commodity Futures Trading
Commission thereunder.
13. A copy of the Amended and Restated Agreement and
Declaration of Trust of the Trust, as amended from time to
time, is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trust and each
Portfolio by an officer of the Trust in his or her capacity as
an officer and not individually and that the obligations
imposed on the Trust and each Portfolio by this Contract
are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the
assets and property of the Trust or the relevant Portfolio, as
applicable.
14. This Contract may be executed in one or more
counterparts, each of which shall be deemed to be an
original.
(Remainder of page left intentionally blank.)
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 MANAGED ACCOUNTS TRUST
By: ________________________
Title: President & Chief Executive
Officer
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: ________________________________
Title:
EXHIBIT A
(As of September 5, 2014)
PIMCO Managed Accounts Trust
Investment
Portfolio Advisory Fee
------------------------------- ------------
Fixed Income SHares: Series C 0.00%
Fixed Income SHares: Series LD 0.00%
Fixed Income SHares: Series M 0.00%
Fixed Income SHares: Series R 0.00%
Fixed income SHares: Series TE 0.00%
