SUPPLEMENT TO
INVESTMENT ADVISORY CONTRACT
PIMCO Funds: Pacific Investment Management Series
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
_____________________, 2001
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: PIMCO Liquid Assets Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Pacific Investment Management Company LLC (the "Adviser") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consisting of such investment portfolios as
have been or may be established by the Trustees of the Trust from time to time.
A separate series of shares of beneficial interest of the Trust is offered to
investors with respect to each investment portfolio. The PIMCO Liquid Assets
Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into an Investment Advisory
Contract ("Contract") dated May 5, 2000, 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 2 of the Contract, the Trust hereby
appoints the Adviser to serve as Investment Adviser with respect to the Fund,
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 Fund 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 Fund during the preceding month, at an annual rate of 0.10%.
5. This Supplement and the Contract shall become effective with
respect to the Fund on _____________, 2001and shall continue in effect with
respect to the Fund for a period of more than two years from that 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 (as defined in the 1940
Act) of the Fund or by the Trust's Board of Trustees and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by a vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the Fund 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).
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: PACIFIC INVESTMENT
MANAGEMENT SERIES
By: _____________________________
Title: President
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: _________________________________
Title: Managing Director
