XXXXX
EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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5(b)(x) Form of Amended and Restated 99.B5(b)(x)
Portfolio Management Agreement
with Blairlogie Capital Management
AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made the 15th day of November, 1994 and amended effective
this _______ day of ______________, 199__ between PIMCO Advisors L.P.
("Adviser"), a limited partnership, and Blairlogie Capital Management
("Portfolio Manager"), a partnership.
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") is
registered with the Securities and Exchange Commission ("SEC") as an open-end,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest ("Shares") in separate series, with each such series representing
interests in a separate portfolio; and
WHEREAS, the Trust has established multiple series, including
operational series or series that are expected to be operational that are
designated as the PIMCO International Developed Fund, PIMCO International Fund,
PIMCO Emerging Markets Fund, PIMCO Capital Appreciation Fund, PIMCO Mid Cap
Growth Fund, PIMCO Small Cap Growth Fund, PIMCO Micro Cap Growth Fund, PIMCO
Renaissance Fund, PIMCO Core Equity Fund, PIMCO Growth Fund, PIMCO Mid Cap
Equity Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO Tax Exempt Fund, PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small
Cap Value Fund, PIMCO Enhanced Equity Fund, PIMCO Structured Emerging Markets
Fund, PIMCO Balanced Fund, and PIMCO Precious Metals Fund, such series together
with any other series subsequently established by the Trust, with respect to
which the Trust desires to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the "Funds"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act");
and
WHEREAS, the Trust has retained the Adviser to render management
services to the Funds pursuant to an Investment Advisory Agreement dated as of
November 15, 1994, as amended effective as of the date of the amendment hereof,
and such Agreement authorizes the Adviser to engage Portfolio Managers to
discharge the Adviser's responsibilities with respect to the management of the
Funds; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to
furnish investment advisory services to one or more of the Funds of the Trust,
and the Portfolio Manager is willing to furnish such services to such Funds and
the Adviser in the manner and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Adviser and the
Portfolio Manager as follows:
1. Appointment. The Adviser hereby appoints Blairlogie Capital
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Management to act as Portfolio Manager to the PIMCO Emerging Markets, PIMCO
International Developed, and PIMCO International Funds (the "Funds") for the
periods and on the terms set forth in this Agreement. The Portfolio Manager
accepts such appointment and agrees to furnish the services herein set forth for
the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more series other than the Funds,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Adviser in
writing, whereupon such series shall become a Fund hereunder, and be subject to
this Agreement.
2. Portfolio Management Duties. Subject to the supervision of the
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Trust's Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Funds and determine the composition of the
assets of the Funds, including determination of the purchase, retention, or sale
of the securities, cash, and other investments for the Funds. The Portfolio
Manager will provide investment research and analysis, which may consist of
computerized investment methodology, and will conduct a continuous program of
evaluation, investment, sales, and reinvestment of the Funds' assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Funds, when these transactions
should be executed, and what portion of the assets of the Funds should be held
in the various securities and other investments in which it may invest, and the
Portfolio Manager is hereby authorized to execute and perform such services on
behalf of each Fund. To the extent permitted by the investment policies of the
Funds, the Portfolio Manager shall make decisions for the Fund as to foreign
currency matters and make determinations as to the retention or disposition of
foreign currencies or securities or other instruments denominated in foreign
currencies, or derivative instruments based upon foreign currencies, including
forward foreign currency contracts and options and futures on foreign currencies
and shall execute and perform the same on behalf of each Fund. The Portfolio
Manager will provide the services under this Agreement in accordance with the
Funds' investment objective or objectives, investment policies, and investment
restrictions as stated in the Trust's Registration Statement filed on Form N-1A
with the SEC, as
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supplemented or amended from time to time, copies of which shall be sent to the
Portfolio Manager by the Adviser. In performing these duties, the Portfolio
Manager:
(a) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's
Board of Trustees, and with the provisions of the Trust's Registration
Statement filed on Form N-1A, as supplemented or amended from time to
time.
(b) Shall use reasonable efforts to manage the Funds so that they
qualify as regulated investment company under Subchapter M of the
Internal Revenue Code.
(c) Is responsible, in connection with its responsibilities under this
Section 2, for decisions to buy and sell securities and other
investments for the Funds, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates.
The Portfolio Manager's primary consideration in effecting a security
or other transaction will be to obtain the best execution for the
Funds, taking into account the factors specified in the Prospectus and
Statement of Additional Information for the Trust, as they may be
amended or supplemented from time to time. Subject to such policies
as the Board of Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, the Portfolio Manager
shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its
having caused the Funds to pay a broker or dealer, acting as agent,
for effecting a portfolio transaction at a price in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction, if the Portfolio Manager determines in
good faith that such amount of commission was reasonable in relation
to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular
transaction or the Portfolio Manager's overall responsibilities with
respect to the Funds and to its other clients as to which it exercises
investment discretion. To the extent consistent with these standards,
and in accordance with Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-(T) thereunder, and subject to any other applicable
laws and regulations, the Portfolio Manager is further authorized to
allocate the orders placed by
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it on behalf of the Funds to the Portfolio Manager if it is registered
as a broker or dealer with the SEC, to its affiliate that is
registered as a broker or dealer with the SEC, or to such brokers and
dealers that also provide research or statistical research and
material, or other services to the Funds or the Portfolio Manager.
Such allocation shall be in such amounts and proportions as the
Portfolio Manager shall determine consistent with the above standards,
and, upon request, the Portfolio Manager will report on said
allocation to the Adviser and Board of Trustees of the Trust,
indicating the brokers or dealers to which such allocations have been
made and the basis therefor.
(d) May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of a Fund as well as any other
investment advisory clients, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other clients
where such aggregation is not inconsistent with the policies set forth
in the Registration Statement. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the judgment of the Portfolio Manager in
the exercise of its fiduciary obligations to the Trust and to such
other clients.
(e) Will, in connection with the purchase and sale of securities for
each Fund, arrange for the transmission to the custodian for the Trust
on a daily basis, such confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip,
Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Fund, as may be reasonably necessary to enable
the custodian to perform its administrative and recordkeeping
responsibilities with respect to the Fund, and, with respect to
portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian.
(f) Will assist the custodian and recordkeeping agent(s) for the
Trust in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement for the Trust, the value
of any portfolio securities or other assets of the Fund
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for which the custodian and recordkeeping agent(s) seek assistance
from the Portfolio Manager or identify for review by the Portfolio
Manager.
(g) Will make available to the Trust and Adviser, promptly upon
request, any of the Funds' investment records and ledgers as are
necessary to assist the Trust to comply with requirements of the 1940
Act and the Investment Advisers Act of 1940, as well as other
applicable laws, and will furnish to regulatory authorities having the
requisite authority any information or reports in connection with such
services which may be requested in order to ascertain whether the
operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.
(h) Will regularly report to the Trust's Board of Trustees on the
investment program for each Fund and the issuers and securities
represented in each Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to the Funds such periodic and special
reports as the Trustees may reasonably request.
(i) Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has
not, to the best of the Portfolio Manager's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the Commodity Exchange Act, or as an affiliated person,
salesman, or employee of any investment company, bank, insurance
company, or entity or person required to be registered under the
Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of
competent jurisdiction from acting as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the
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Commodity Exchange Act, or as an affiliated person, salesman or
employee of any investment company, bank, insurance company, or
entity or person required to be registered under the Commodity
Exchange Act, or from engaging in or continuing any conduct or
practice in connection with any such activity or in connection
with the purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has
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reviewed the Registration Statement for the Trust filed with the SEC and
represents and warrants that, with respect to the disclosure about the Portfolio
Manager or information relating, directly or indirectly, to the Portfolio
Manager, such Registration Statement contains, as of the date hereof, no untrue
statement of any material fact and does not omit any statement of a material
fact which was required to be stated therein or necessary to make the statements
contained therein not misleading. The Portfolio Manager further represents and
warrants that it is a duly registered investment adviser under the Advisers Act
and a duly registered investment adviser in all states in which the Portfolio
Manager is required to be registered. The Adviser has received a current copy of
the Portfolio Manager's Uniform Application for Investment Adviser Registration
on Form ADV, as filed with the SEC. The Portfolio Manager agrees to provide the
Adviser with current copies of the Portfolio Manager's Form ADV, and any
supplements or amendments thereto, as filed with the SEC.
4. Expenses. During the term of this Agreement, the Portfolio Manager
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will pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager shall
not be responsible for any of the following:
(a) Expenses of all audits by the Trust's independent public
accountants;
(b) Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of the
Funds' net assets;
(e) Expenses of obtaining Portfolio Activity Reports
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for each Fund;
(f) Expenses of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Trust;
(h) Taxes, if any, levied against the Trust or any of its Funds;
(i) Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Funds;
(j) Costs, including the interest expenses, of borrowing money;
(k) Costs and/or fees incident to meetings of the Trust's
shareholders, the preparation and mailings of prospectuses and reports
of the Trust to its shareholders, the filing of reports with
regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for
sale;
(m) Costs of printing stock certificates representing shares of the
Trust;
(n) Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate
thereof;
(o) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
(p) Association membership dues;
(q) Extraordinary expenses of the Trust as may arise, including
expenses incurred in connection with litigation, proceedings and other
claims and the legal obligations of the Trust to indemnify its
trustees, officers, employees, shareholders, distributors, and
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agents with respect thereto; and
(r) Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and
commissions.
5. Compensation. For the services provided, the Adviser will pay the
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Portfolio Manager a fee accrued and computed daily and, payable monthly, based
on the average daily net assets of the PIMCO Emerging Markets Fund, the PIMCO
International Developed Fund, and the PIMCO International Fund at the annual
rate of .75%, .50%, and .40%, respectively of the average daily net assets of
each Fund.
6. Seed Money. The Adviser agrees that the Portfolio Manager shall
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not be responsible for providing money for the initial capitalization of the
Trust or the Fund.
7. Compliance.
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(a) The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Trust in the event (i) that the SEC has censured the
Portfolio Manager; 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 Fund has ceased to qualify or might not
qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code. The Portfolio Manager further agrees to notify
the Adviser and the Trust immediately of any material fact known to
the Portfolio Manager respecting or relating to the Portfolio Manager
that is not contained in the Registration Statement or prospectus for
the Trust, or any amendment or supplement thereto, or of any statement
contained therein that becomes untrue in any material respect.
(b) The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the
Trust; placed limitations upon either of their activities, functions,
or operations; suspended or revoked the Adviser's 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 Fund has ceased to qualify or
might not qualify as a regulated investment company
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under Subchapter M of the Internal Revenue Code.
8. Independent Contractor. The Portfolio Manager shall for all
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purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time to
time, have no authority to act for or represent the Adviser in any way or
otherwise be deemed its agent. The Portfolio Manager understands that unless
expressly provided herein or authorized from time to time by the Trust, the
Portfolio Manager shall have no authority to act for or represent the Trust in
any way or otherwise be deemed the Trust's agent.
9. Books and Records. In compliance with the requirements of
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Rule 31a-3 under the 1940 Act, the Portfolio Manager hereby agrees that all
records which it maintains for the Funds are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's or the Adviser's request, although the Portfolio Manager may, at its own
expense, make and retain a copy of such records. The Portfolio Manager further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-l under the 1940 Act and to
preserve the records required by Rule 204-2 under the Advisers Act for the
period specified in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
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with each other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC) in
connection with any investigation or inquiry relating to this Agreement or the
Trust.
11. Services Not Exclusive. It is understood that the services of the
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Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Funds) or from engaging in
other activities.
12. Liability. Except as provided in Section 13 and as may otherwise
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be required by the 1940 Act or the rules thereunder or other applicable law, the
Adviser agrees that the Portfolio Manager, any affiliated person of the
Portfolio Manager, and each person, if any, who, within the meaning of Section
15 of the Securities Act of 1933 (the "1933 Act") controls the Portfolio Manager
shall not be liable for, or subject to any damages, expenses, or losses in
connection with, any act or omission connected with or arising out of any
services rendered under this Agreement, except by reason of willful
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misfeasance, bad faith, or gross negligence in the performance of the Portfolio
Manager's duties, or by reason of reckless disregard of the Portfolio Manager's
obligations and duties under this Agreement.
13. Indemnification. The Portfolio Manager agrees to indemnify and
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hold harmless, the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person, if
any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "Blairlogie Indemnified
Persons") against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or such affiliated
person or controlling person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, under any other statute, at common law or otherwise, arising
out of the Portfolio Manager's responsibilities to the Trust which (i) may be
based upon any misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than a Blairlogie
Indemnified Person), or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering the Shares of the Trust or any Fund, or any amendment
thereof or any supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such a statement or omission was made in
reliance upon information furnished to the Adviser, the Trust, or any affiliated
person of the Trust by the Portfolio Manager or any affiliated person of the
Portfolio Manager (other than a Blairlogie Indemnified Person); provided,
however, that in no case is the Portfolio Manager's indemnity in favor of the
Adviser or any affiliated person or controlling person of the Adviser deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligations and duties under this Agreement.
The Adviser agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940
Act of the Portfolio Manager and each person, if any, who, within the meaning of
Section 15 of the 1933 Act controls the Portfolio Manager (collectively,
"Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to which the
Portfolio Manager or such affiliated person or controlling person may become
subject under the 1933
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Act, the 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Adviser's responsibilities as adviser of the Trust
which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the
Adviser, any of its employees or representatives or any affiliate of or any
person acting on behalf of the Adviser (other than an Adviser Indemnified
Person) or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering Shares of the Trust or any Fund, or any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, unless such statement or omission was made in reliance
upon written information furnished to the Adviser or any affiliated person of
the Adviser by the Portfolio Manager or any affiliated person of the Portfolio
Manager (other than an Adviser Indemnified Person); provided however, that in no
case is the indemnity of the Adviser in favor of the Portfolio Manager, or any
affiliated person or controlling person of the Portfolio Manager deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligations and duties under this Agreement.
14. Duration and Termination. This Agreement shall take effect as of
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the indicated date for each Fund: (1) PIMCO Emerging Markets Fund (11/15/1994);
(2) PIMCO International Developed Fund (11/15/1994); and (3) PIMCO International
Fund (01/14/1997). This Agreement shall remain in effect for two years from such
date and continue thereafter on an annual basis with respect to a Fund; provided
that such annual continuance is specifically approved at least annually (a) by
the vote of a majority of the Board of Trustees of the Trust, or (b) by the vote
of a majority of the outstanding voting shares of that Fund, and provided that
continuance is also approved by the vote of a majority of the Board of Trustees
of the Trust who are not parties to this Agreement or "interested persons" (as
such term is defined in the 0000 Xxx) of the Trust, the Adviser, or the
Portfolio Manager, cast in person at a meeting called for the purpose of voting
on such approval. This Agreement may not be materially amended without a
majority vote of the outstanding shares (as defined in the 0000 Xxx) of the
Fund. This Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, by vote of
(1) a majority of the Trustees of the Trust; (2) a majority of the
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Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as such term is defined in the 0000 Xxx) of the
Trust, the Adviser or the Portfolio Manager; or (3) 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 Portfolio
Manager;
(b) by the Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust.
(c) by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority
of the outstanding shares (as defined in the 0000 Xxx) of a particular Fund
shall be effective to continue this Agreement with respect to such Fund
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Fund or (b) that this
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. This Agreement will terminate automatically with
respect to the services provided by the Portfolio Manager in event of its
assignment, as that term is defined in the 1940 Act, by the Portfolio Manager.
15. Agreement and Declaration of Trust. A copy of the Second Amended
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and Restated Agreement and Declaration of Trust for the Trust is on file with
the Secretary of the Commonwealth of Massachusetts. The Second Amended and
Restated Agreement and Declaration of Trust has been executed on behalf of the
Trust by a Trustee of the Trust in his capacity as Trustee of the Trust and not
individually. The obligations of this Agreement shall be binding upon the assets
and property of the Trust and shall not be binding upon any Trustee, officer, or
shareholder of the Trust individually.
16. Miscellaneous.
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(a) This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940 or
rules or orders of the SEC thereunder.
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(b) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any party hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
(d) The parties hereto acknowledge and agree that the Trust is an
express third party beneficiary to this Agreement.
(e) With respect to any actions brought by the Adviser or the Trust
against the Portfolio Manager, the Portfolio Manager: (i) consents to
the subject matter and in personam jurisdiction and venue in the
United States District Court for the Central District of California;
(ii) waives the right to contest the subject matter and in personam
jurisdiction and venue in the United States District Court for the
Central District of California on any ground; and (iii) agrees that
service of process upon it can be made either in person or by
certified or registered mail, return receipt requested, to the Adviser
at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or any
other address designated by the Adviser as the address to which
notices pursuant to this Agreement should be sent. The Portfolio
Manager agrees that service to such address shall be deemed to
constitute sufficient service of process under both the federal and
state rules of civil procedure wherever the case is filed. In the
event it is determined that the United States District Court for the
Central District of California should lack subject matter jurisdiction
for any reason, the Portfolio Manager consents to the subject matter
and in personam jurisdiction and venue in a California State court of
competent jurisdiction in Orange County.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
PIMCO ADVISORS L.P.
By:
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Attest: Title:
Title:
BLAIRLOGIE CAPITAL MANAGEMENT
By:
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Attest: Title:
Title:
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