EXHIBIT 5(a)(ii)
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
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PIMCO Funds: Multi-Manager Series
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__________ __, 1997
PIMCO Advisors L.P.
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RE: Tax-Managed Structured Emerging Markets Fund and
International Growth Fund
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
PIMCO Advisors L.P. (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. Up to five separate classes of shares of beneficial interest in
the Trust are offered to investors with respect to each investment portfolio.
The PIMCO Tax-Managed Structured Emerging Markets Fund and PIMCO International
Growth Fund (together, the "Funds") are separate investment portfolios of the
Trust.
2. The Trust and the Adviser have entered into an Amended and Restated
Investment Advisory Agreement dated November 15, 1994, as further amended and
restated as of January 14, 1997 (the "Agreement"), pursuant to which the Trust
has employed the Adviser to provide investment advisory and other services
specified in the Agreement, and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Agreement, 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 Agreement, which is hereby incorporated herein by reference.
4. As provided in paragraph 9 of the Agreement and subject to further
conditions set forth therein, the Trust shall with respect to each Fund pay the
Adviser a monthly fee at the following annual rate based upon the average daily
net assets of the Fund:
Fund Fee Rate
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International Growth Fund 0.85%
Tax-Managed Structured Emerging Markets Fund 0.45%.
5. This Addendum and the Agreement shall take effect with respect to each
Fund on _______ ___, 1997, and shall remain in effect, unless sooner terminated
as provided in the Agreement and herein, with respect to each Fund for a period
of two years following such date. This Addendum and the Agreement shall
continue thereafter on an annual basis with respect to a Fund provided that such
continuance is specifically approved at least annually (a) by vote of a majority
of the Board of Trustees of the Trust, or (b) by vote of a majority of the
outstanding voting shares of the Fund, and provided continuance is also approved
by vote of a majority of the Board of Trustees of the Trust who are not parties
to this Addendum or the Agreement or "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) of the Trust, or the Adviser, cast in person at a meeting called for
the purpose of voting on such approval. This Addendum and the Agreement may not
be materially amended without a majority vote of the outstanding voting shares
(as defined in the ▇▇▇▇ ▇▇▇) of the pertinent Fund or Funds.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a
particular Fund shall be effective to continue the Addendum and the Agreement
with respect to such Fund notwithstanding (a) that this Addendum and the
Agreement has not been approved by the holders of a majority of the outstanding
shares of any other investment portfolio of the Trust or (b) that this Addendum
and the Agreement has not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be required by any
other applicable law or otherwise. The Agreement will terminate automatically
with respect to the services provided by the Adviser in the event of its
assignment, as that term in defined in the 1940 Act, by the Adviser.
This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Adviser, without the payment of any penalty, by vote of a majority of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting shares of the Trust or, with respect to a particular Fund, by vote of a
majority of the outstanding voting shares of such Fund, on 60 days' written
notice to the Adviser;
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(b) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Trust.
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: Multi-Manager Series
By: ________________________________________
Title:
ACCEPTED:
PIMCO Advisors L.P.
By: ______________________
Title:
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