Exhibit (d)(1)(vii)
FORM OF NOVATION OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This Novation Agreement is entered into this 30th day of September,
2002 by and among Allianz Dresdner Asset Management of America L.P. (formerly
PIMCO Advisors L.P.) ("XXXX"), a Delaware limited partnership, PIMCO Funds:
Multi-Manager Series (the "Trust"), a Massachusetts business trust, and PIMCO
Funds Advisors LLC ("PFA"), a Delaware limited liability company.
WHEREAS, pursuant to an Amended and Restated Investment Advisory
Agreement dated May 5, 2000 (as from time to time amended or supplemented, the
"Advisory Agreement"), the Trust has retained XXXX to provide investment
advisory services to the Trust's series described in the Advisory Agreement (the
"Funds");
WHEREAS, XXXX and PFA are registered with the SEC as investment
advisors under the Investment Advisers Act of 1940 and the rules and regulations
thereunder, as amended from time to time;
WHEREAS, the Trust and XXXX desire that XXXX be replaced as the Funds'
investment advisor by PFA in a transaction which does not result in a change of
actual control or management in accordance with Rule 2a-6 of the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, XXXX desires to affect a novation of the Advisory Agreement so
that PFA is substituted for XXXX as a party to such agreement and XXXX is
released from its obligations under such agreement, PFA desires to accept the
novation thereof, and the Trust desires to consent to such novation;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions
contained herein, XXXX hereby affects a novation of the Advisory Agreement to
substitute PFA for XXXX as party to such agreement (the "Novation"), the Trust
hereby consents to such Novation and hereby releases XXXX from all of its duties
and obligations under the Advisory Agreement, and PFA hereby accepts the
Novation and hereby releases XXXX from all of its duties and obligations under
the Advisory Agreement and assumes all rights, duties and obligations of XXXX
under such agreement. Any procedures established from time to time by agreement
between XXXX and the Trust shall be assigned to PFA, subject to the terms and
conditions contained herein and subject to amendment by mutual agreement of PFA
and the Trust.
2. Term. The Novation shall become effective on the date hereof and
shall extend for so long as the terms specified in Section 11 of the Advisory
Agreement are satisfied or until terminated in accordance with said Section 11.
3. Termination of Portfolio Management Agreement. In connection with
the Novation, XXXX and PFA agree that the Portfolio Management Agreement dated
November 1,
2000 between XXXX and PFA (formerly PIMCO/Allianz International Advisors LLC)
shall be terminated effective upon the effectiveness of the Novation.
4. No Termination. The parties agree that the Novation shall not
constitute an "assignment" of the Advisory Agreement for purposes of Section 11
of the Advisory Agreement or the 1940 Act, and that the Advisory Agreement, as
so novated, shall remain in full force and effect after the Novation.
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IN WITNESS WHEREOF, the parties hereto have caused this Novation
Agreement to be executed as of the day and year first above written.
ALLIANZ DRESDNER
ASSET MANAGEMENT
OF AMERICA L.P.
By:______________________
Name:
Title:
PIMCO FUNDS: MULTI-MANAGER
SERIES
By:______________________
Name:
Title:
PIMCO FUNDS ADVISORS LLC
By:______________________
Name:
Title: