SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
X Preliminary proxy statement
Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PIMCO Funds: Equity Advisors Series
(Name of Registrant as Specified in Its Charter)
PIMCO Funds: Equity Advisors Series
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 set
forth the amount on which the filing fee is calculated and
state how it was determined:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identifying the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
[PIMCO Advisors L.P. letterhead]
Shareholder Proxy Letter
Equity Advisors Series Funds
Dear PIMCO Funds: Equity Advisors Series Shareholder:
We are proposing to consolidate the PIMCO Funds: Equity Advisors Series (your
fund family) with the PIMCO Advisors Funds, an affiliated fund group. These
funds together with the other PIMCO institutional fund series would be called
the "PIMCO Funds" which will be a single, unified mutual fund family serving
both retail and institutional clients. This unified fund family will provide you
with a number of potential benefits.
What stays the same
In many ways, the proposed consolidation will cause no significant changes to
your investment.
Your Fund's management and investment objective remains the same Following the
consolidation, your Fund will have the same quality institutional investment
management team and the same investment objective.
Your operating expenses The PIMCO Funds "unified fee" structure, which sets
fixed advisory and administration fees for the Funds will remain in place after
the consolidation. There will be no increase in your fees but the allocation of
the advisory fee between PIMCO Advisors and the sub-advisors will change.
Commitment to client servicing PIMCO Advisors and its sub-advisors (including
Pacific Investment Management Company, Blairlogie Capital Management, Cadence
Capital Management, NFJ Investment Group, and Parametric Portfolio Associates)
remain committed to shareholders including a commitment to high quality
communications and services.
What changes
While the fundamental characteristics of your investment will remain the same,
the consolidation should also offer some additional benefits.
A larger fund family By combining your fund family with the PIMCO Advisors
Funds, you will become part of a fund family with approximately $24 billion in
assets (based on current values). This increase in size should provide your Fund
with more presence in the marketplace, greater potential to attract new assets
and the potential for portfolio transactional cost savings.
More Funds to select We will be able to offer six additional Funds -- resulting
in a broader choice of investments. All of these funds will be managed by PIMCO
Advisors institutional investment management firms (except for one Fund which
will continue to be managed by a non-affiliated advisor).
Strong performance records While past performance is no guarantee of future
results, the PIMCO Funds which will become available to you have strong
performance histories, including X 4- and 5-star funds rated by Morningstar (as
of X/96).
Simplified PIMCO Funds structure Having multiple fund complexes with the PIMCO
name may have caused confusion for some. The consolidation and name changes
should eliminate this confusion.
Your vote is important
After reviewing the proposed transactions, your Board of Trustees unanimously
agreed that they are in the best interests of Fund shareholders and voted to
approve the transactions, all as more fully set forth in the accompanying proxy
statement.
Now it is your turn to review the proposals for your Fund and vote. Specific
issues you are being asked to vote on include the following: amendments with
respect to most Funds' sub-advisory contracts; the adoption of a Distribution
Plan for the Administrative Class, at no additional cost to shareholders; the
election of eight new trustees, each of whom has served on the PIMCO Advisors
Funds board; and changes to the Declaration of Trust to conform it to the PIMCO
Advisors Funds form. For more information about the issues requiring your vote,
please refer to the accompanying proxy statement. Shareholders of the NFJ
Diversified Low P/E Fund and Cadence Mid Cap Growth Fund will each also be asked
to vote on consolidations with a fund of PIMCO Advisors Funds with substantially
similar investment policies and the same portfolio manager.
<PAGE>
A special meeting of the shareholders of PIMCO Funds: Equity Advisors Series
will be held at 8:00 a.m. on December 20, 1996 to vote on the specific issues of
this proposed consolidation. The meeting will be held at our offices at 840
Newport Center Drive in Newport Beach, California. If you are not able to attend
the meeting, then please use the enclosed proxy and envelope to cast your vote
so that you will be represented.
Thank you in advance for your participation in this important event.
Sincerely,
William D. Cvengros, Chief Executive Officer
P.S.Please make the effort to complete, sign, date and mail the enclosed proxy
promptly, so that your Fund will not have to incur the expense of additional
mailings.
NBS/lk
10/16/96
<PAGE>
PIMCO FUNDS: EQUITY ADVISORS SERIES
NFJ Equity Income Fund
NFJ Diversified Low P/E Fund
NFJ Small Cap Value Fund
Cadence Capital Appreciation Fund
Cadence Mid Cap Growth Fund
Cadence Micro Cap Growth Fund
Cadence Small Cap Growth Fund
Columbus Circle Investors Core Equity Fund
Columbus Circle Investors Mid Cap Equity Fund
Parametric Enhanced Equity Fund
Blairlogie Emerging Markets Fund
Blairlogie International Active Fund
Balanced Fund
840 Newport Center Drive, Suite 360
Newport Beach, California 92660
(800) 927-4648
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 20, 1996
------------------------
To the Shareholders of PIMCO Funds: Equity Advisors Series
(formerly "PIMCO Advisors Institutional Funds"):
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of each Fund of PIMCO Funds: Equity Advisors Series (the "Trust"), a
Massachusetts business trust, will be held at 8:00 a.m., Pacific time, on
December 20, 1996 at 840 Newport Center Drive, Suite 360, Newport Beach,
California
92660 for the following purposes:
I. (With respect to all the Funds of the Trust) To elect eight
Trustees.
II. To approve or disapprove the following:
A. (With respect to the Cadence Mid Cap Growth Fund) A proposed
transaction whereby the Cadence Mid Cap Growth Fund of the
Trust will acquire substantially all of the assets (subject to
the liabilities) of the Discovery Fund, a series of PIMCO
Advisors Funds ("PAF").
<PAGE>
B. (With respect to the NFJ Diversified Low P/E Fund) A proposed
transaction whereby the NFJ Diversified Low P/E Fund of the
Trust will acquire substantially all of the assets (subject to
the liabilities) of the Value Fund, a series of PAF.
III. To approve or disapprove the following:
A. (With respect to the NFJ Equity Income Fund) An
Addendum to the Portfolio Management Agreement between
the Trust's investment adviser and NFJ Investment
Group.
B. (With respect to the NFJ Diversified Low P/E Fund) An
Addendum to the Portfolio Management Agreement between
the Trust's investment adviser and NFJ Investment
Group.
C. (With respect to the NFJ Small Cap Value Fund) An
Addendum to the Portfolio Management Agreement between
the Trust's investment adviser and NFJ Investment
Group.
D. (With respect to the Cadence Capital Appreciation Fund)
An Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Cadence Capital Management.
E. (With respect to the Cadence Mid Cap Growth Fund) An
Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Cadence Capital Management.
F. (With respect to the Cadence Micro Cap Growth Fund) An
Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Cadence Capital Management.
G. (With respect to the Cadence Small Cap Growth Fund) An
Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Cadence Capital Management.
H. (With respect to the Parametric Enhanced Equity Fund)
An Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Parametric Portfolio
Associates.
I. (With respect to the Blairlogie Emerging Markets Fund)
An Addendum to the Portfolio Management Agreement between the
Trust's investment adviser and Blairlogie Capital Management.
ii
<PAGE>
J. (With respect to the Blairlogie International Active
Fund) An Addendum to the Portfolio Management Agreement
between the Trust's investment adviser and Blairlogie Capital
Management.
K. (With respect to the Balanced Fund) An Addendum to the
Portfolio Management Agreement between the Trust's
investment adviser and NFJ Investment Group.
L. (With respect to the Balanced Fund) An Addendum to the
Portfolio Management Agreement between the Trust's
investment adviser and Cadence Capital Management.
IV. (With respect to all the Funds of the Trust) To approve or
disapprove a Second Amended and Restated Declaration of
Trust.
V. (With respect to the Administrative Class shares of each Fund of the
Trust) To approve or disapprove the Administrative Class Distribution
Plan to be adopted under Rule 12b-1 of the Investment Company Act of
1940, as amended, with respect to each Fund of the Trust, which will
not increase expenses of such Funds.
VI. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on October 18,
1996 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting or any adjournment thereof. You are cordially
invited to attend the Meeting. All shareholders are requested to complete, sign
and return the enclosed proxy promptly. The enclosed proxy is being solicited on
behalf of the Board of Trustees of the Trust.
PLEASE RESPOND - YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND MAIL THE
PROXY IN THE ENVELOPE PROVIDED.
By Order of the Board of Trustees
Garlin G. Flynn, Secretary
Newport Beach, California
October 31, 1996
iii
<PAGE>
-------------------------
PROXY STATEMENT
-------------------------
PIMCO FUNDS: EQUITY ADVISORS SERIES
840 Newport Center Drive
Newport Beach, California 92660
Special Meeting of Shareholders
December 20, 1996
SOLICITATION OF PROXIES
This Proxy Statement and enclosed form of proxy are furnished in connection
with the solicitation of proxies on behalf of the Board of Trustees of PIMCO
Funds: Equity Advisors Series (formerly PIMCO Advisors Institutional Funds) (the
"Trust"), a Massachusetts business trust, for use at a special meeting of
shareholders (the "Meeting") of the Trust to be held at 8:00 a.m., Pacific time,
on December 20, 1996 at 840 Newport Center Drive, Suite 360, Newport Beach,
California 92660, and at any adjournment of the Meeting, for the purposes set
forth in the accompanying Notice of Meeting (the "Notice"). The date of the
first mailing of this proxy statement was on or about November 1, 1996.
Background: Reorganization with PIMCO Advisors Funds
The matters to be voted on at the Meeting (the "Proposals"), which are set
forth herein, are being proposed in connection with an overall restructuring of
three of the mutual funds, including the Trust, advised by PIMCO Advisors L.P.
("PIMCO Advisors" or the "Adviser") and its affiliates. It is proposed as part
of the restructuring that certain equity funds of PIMCO Advisors Funds ("PAF"),
a series mutual fund sold primarily to retail markets and having total assets of
approximately $______ (approximately $______ for its equity funds) at September
30, 1996, be merged into certain funds of the Trust. Certain funds of PAF would
be combined with Funds of the Trust that have substantially similar investment
objectives and policies (which transactions are described more fully in Sections
II-A and II-B). The other funds of PAF that have no corresponding fund in the
Trust are to be reorganized as new series of the Trust, subject to the approval
of the shareholders of those funds. In addition, to more clearly reflect the
management structure of the Trust, the name of the Trust will be changed to
PIMCO Funds: Multi-Manager Series.
<PAGE>
Proxy Solicitation Information
Shareholders of record at the close of business on October 18, 1996
(the "Record Date") are entitled to notice of, and to vote at, the Meeting. The
Trust has thirteen different series that have shares issued and outstanding:
NFJ Equity Income Fund Columbus Circle Investors Core Equity Fund
NFJ Diversified Low P/E Fund Columbus Circle Investors Mid Cap Equity
NFJ Small Cap Value Fund Fund
Cadence Capital Appreciation Fund Parametric Enhanced Equity Fund
Cadence Mid Cap Growth Fund Blairlogie Emerging Markets Fund
Cadence Micro Cap Growth Fund Blairlogie Enhanced Equity Fund
Cadence Small Cap Growth Fund Balanced Fund
Each of these series of the Trust is referred to herein as a "Fund." For
purposes of voting at the Meeting, all classes of shares of a particular Fund
will be treated as one class. With respect to Proposal IV, the holders of
Administrative Class shares only of each Fund will be entitled to vote. Each
whole share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional share shall be entitled to a proportionate
fractional vote. Shares represented by timely and properly executed proxies will
be voted as specified. Executed proxies that are unmarked will be voted in favor
of the proposals set forth in the attached Notice. A proxy may be revoked at any
time prior to its exercise by written notice, by properly executing a
later-dated proxy or by attending the Meeting and voting in person. However,
attendance at the Meeting alone will not serve to revoke the proxy.
Shares held by shareholders present in person or represented by proxy at
the Meeting will be counted both for the purpose of determining the presence of
a quorum and for calculating the votes cast on the issues before the Meeting.
Thirty percent (30%) of the shares entitled to vote shall be a quorum for the
transaction of business at the Meeting. Abstentions and broker "nonvotes" (that
is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be counted for quorum purposes. However,
so long as a quorum is present, abstentions and non-votes will have the same
effect as a negative vote on the issues presented for consideration.
In the event that a quorum is present at the Meeting, but sufficient votes
to approve a proposal are not received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy.
2
<PAGE>
Unless otherwise instructed, the persons named as proxies will vote proxies in
favor of an adjournment. A shareholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval.
As described above, the proposals to be voted on at the Meeting are being
undertaken contemporaneously with an overall restructuring of certain of the
other mutual funds advised by PIMCO Advisors and its affiliates. In connection
therewith the costs of all such transactions, including the costs of the Meeting
and this solicitation of proxies, will be paid in part by PIMCO Advisors, and,
in part by the mutual funds advised by PIMCO Advisors that are involved with the
restructuring. The amount of expenses to be paid by the Trust will not exceed
$20,000 for each Fund. The principal solicitation of the proxies will be by
mail, but proxies also may be solicited by telephone or personal interview by
officers or agents of the Trust, or by proxy solicitation firms retained by the
Adviser.
A copy of the Annual Report of the Trust for its most recent fiscal year,
including financial statements, has previously been mailed to shareholders. The
Trust will furnish, without charge, to any of its shareholders upon request, a
copy of the Annual Report of the Trust. Such requests may be directed to the
Trust at 840 Newport Center Drive, Newport Beach, California 92660 (tel:
1-800-927-4648).
3
<PAGE>
Summary of Proposals and Funds Affected*
<TABLE>
<S> <C> <C> <C>
====================================================================================================================
Name of Fund I. Proposal to II-A. Proposal II-B. Proposal
Elect Trustees to Approve to Approve
Acquisition by Acquisition of
Cadence Mid Cap NFJ Diversified
Growth Fund of Low P/E Fund of
Substantially Substantially
All of the all of the
Assets of PAF Assets of PAF
Discovery Fund Value Fund
- --------------------------------------------------------------------------------------------------------------------
NFJ Diversified X X
Low P/E Fund
- --------------------------------------------------------------------------------------------------------------------
Cadence Mid Cap X X
Growth Fund
- --------------------------------------------------------------------------------------------------------------------
Columbus Circle X
Investors Core
Equity Fund
- --------------------------------------------------------------------------------------------------------------------
Columbus Circle X
Investors Mid
Cap Equity Fund
- --------------------------------------------------------------------------------------------------------------------
ALL OTHER FUNDS X
- -- All Classes
of Shares
====================================================================================================================
<PAGE>
====================================================================================================================
Name of Fund III-A-L. IV. Proposal V. Proposal to
Proposals to to Approve Approve
Approve Addenda Second Amended Administrative
to and Restated Class Servicing
Portfolio Declaration of Plan
Management Trust
Agreements
- --------------------------------------------------------------------------------------------------------------------
NFJ Diversified X X X**
Low P/E Fund
- --------------------------------------------------------------------------------------------------------
Cadence Mid Cap X X X**
Growth Fund
- --------------------------------------------------------------------------------------------------------
Columbus Circle X X**
Investors Core
Equity Fund
- --------------------------------------------------------------------------------------------------------
Columbus Circle X X**
Investors Mid
Cap Equity Fund
- --------------------------------------------------------------------------------------------------------
ALL OTHER FUNDS X X X**
- -- All Classes
of Shares
====================================================================================================================
</TABLE>
* An "X" denotes that the Fund is affected by the proposal and that the Fund's
shareholders are solicited with respect to that proposal. ** Only Administrative
Class shareholders of each Fund are being solicited with respect to Proposal V.
The Trustees know of no business to be brought before the Meeting other
than as set forth herein. If, however, any other matters properly come before
the Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote on such matters in accordance with their best judgment.
PROPOSAL I.
ELECTION OF ADDITIONAL TRUSTEES
In connection with the Reorganization of the Trust and PAF, the Trust's
Board of Trustees proposes that shareholders elect eight persons who currently
serve as trustees on PAF's Board of Trustees. These nominees are as follows: E.
Philip Cannon, Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall,
W. Bryant Stooks, Gerald M. Thorne and Robert A. Prindiville (collectively, the
"Nominees").
4
<PAGE>
In addition to serving as trustees of PAF, all of the Nominees serve as
trustees of Cash Accumulation Trust ("CAT"), a registered investment company
offering shares of a single money market series, for which PIMCO Advisors serves
as investment adviser. The Nominees are being nominated in connection with the
overall restructuring of the mutual funds advised by the Adviser. As indicated
above, the proposed restructuring includes, among other things, the acquisition
by certain Funds of the Trust of substantially all of the assets of certain PAF
equity funds and the reorganization of the remaining PAF equity funds as new
series of the Trust. If approved by the Trust's shareholders, each of the
Nominees would become a trustee on the business day following the completion of
the restructuring.
Information about Nominees
Information about the Nominees is presented below. Except as shown, each
Nominee's principal occupation and business experience for the last five years
have been with the employer(s) indicated, although in some cases the Nominee may
have held different positions with such employer(s). Unless otherwise indicated,
the business address of all persons listed below is c/o PIMCO Advisors, 800
Newport Center Drive, Newport Beach, California 92660.
5
<PAGE>
<TABLE>
<S> <C>
===========================================================================================
Name, Address and Age Principal Occupation(s) During the Past Five Years
- -------------------------------------------------------------------------------------------
E. Philip Cannon Trustee, PIMCO Advisors Funds; Headmaster, St. John's
Age [55] School, Houston, Texas. Formerly, General Partner, J.B.
c/o St. John's School Poindexter & Co., Houston, Texas (private partnership), and
2401 Claremont Lane Partner, Iberia Petroleum Company (oil and gas production).
Houston, TX 77018 Mr. Cannon was a director of WNS Inc., a retailing company
which filed a petition in bankruptcy within the last five years.
- -------------------------------------------------------------------------------------------
Donald P. Carter Trustee, PIMCO Advisors Funds; Formerly Chairman,
Age [69] Executive Vice President and Director, Cunningham & Walsh,
Inc., Chicago (advertising agency).
- -------------------------------------------------------------------------------------------
Gary A. Childress Trustee, PIMCO Advisors Funds; Chairman and Director,
Age [62] Bellefonte Lime Company, Inc.; Chief Executive Officer,
Woodings & Verona Toolworks Inc. Mr. Childress is a partner
in GenLime, L.P., a private limited partnership, which has filed
a petition in bankruptcy within the last five years.
- -------------------------------------------------------------------------------------------
Gary L. Light Trustee, PIMCO Advisors Funds; Partner, E.V.A. Investors Inc.
Age [59] (private investments); Consultant to and, prior to March, 1987,
c/o E.V.A. Investors, Inc. Executive Vice President, Mayflower Corporation (trucking and
12220 North Meridian St. transportation); Vice Chairman and Chief Executive Officer,
Suite 145 Sofamor Danek (medical devices).
Carmel, IN 45032
- -------------------------------------------------------------------------------------------
Joel Segall Trustee, PIMCO Advisors Funds. Formerly, President and
Age [73] University Professor, Bernard M. Baruch College, The City
University of New York; Deputy Under Secretary for
International Affairs, United States Department of Labor; Professor
of Finance, University of Chicago; Board of Managers, Coffee,
Sugar and Cocoa Exchange.
- -------------------------------------------------------------------------------------------
W. Bryant Stooks Trustee, PIMCO Advisors Funds; Formerly, President, Senior
Age [55] Vice President, Director and Chief Executive Officer,
Archirodon Group Inc.; Partner, Arthur Andersen & Co.
- -------------------------------------------------------------------------------------------
Gerald M. Thorne Trustee, PIMCO Advisors Funds. Formerly President and
Age [58] director, Firstar National Bank of Milwaukee; Chairman,
President and Director, Firstar National Bank of Sheboygan;
Director, Bando-McGlocklin (small business investment
company).
- -------------------------------------------------------------------------------------------
Robert A. Prindiville* Trustee and President, PIMCO Advisors Funds; Vice President,
Age [61] PIMCO Advisors. Formerly, President and Director, Thomson
c/o PIMCO Advisors L.P. Advisory Group Inc.; Director and Chairman, PIMCO Advisors
Clearwater House Distribution Company; and Executive Vice President, PIMCO
2187 Atlantic Street, Fl. 7 Advisors.
Stamford, CT 06902
=========================================================================================================================
</TABLE>
* Is or will be an "interested person" of the Trust (as defined in the
Investment Company Act of 1940, as amended). Mr. Prindiville is an "interested
person" of the Trust because of his affiliation with PIMCO Advisors and former
affiliation with the Trust's Distributor, PIMCO Advisors Distribution Company,
as indicated in the above chart.
The term of office of each person elected as Trustee will be until his
successor is elected and qualified. Each of the Nominees has agreed to serve as
a Trustee if elected. If any of the Nominees should be unavailable for election
at the time of the Meeting (which is not presently anticipated), the persons
named as
6
<PAGE>
proxies may vote for other persons in their discretion, or the Trustees may vote
to fix the number of Trustees at fewer than twelve.
The Trust's Amended and Restated Agreement and Declaration of Trust
(the "Current Declaration") does not provide for the annual election of
Trustees. However, in accordance with the Investment Company Act of 1940, as
amended (the "1940 Act"), (i) the Trust will hold a shareholders' meeting for
the election of Trustees at such time as less than a majority of the Trustees
holding office have been elected by shareholders, and (ii) if, as a result of a
vacancy in the Board of Trustees, less than two-thirds of the Trustees holding
office have been elected by the shareholders, that vacancy may only be filled by
a vote of the shareholders.
Information about Current Trustees
Currently, four persons serve as Trustees on the Trust's Board: William
D. Cvengros, Richard L. Nelson, Lyman W. Porter, and Alan Richards. Shareholders
are not being asked to elect the current Trustees as each will continue to serve
under the terms of the Current Declaration. The Trustees, their ages, their
business addresses, their positions with the Trust, and a description of their
principal occupations are shown below. Except as shown, each Trustee's principal
occupation and business experience for the last five years have been with the
employer(s) indicated, although in some cases the Trustee may have held
different positions with such employers:
7
<PAGE>
<TABLE>
<S> <C> <C>
============================================================================================================================
Name, Address and Age Position with the Trust Principal Occupation(s) During the Past
Five Years
- ----------------------------------------------------------------------------------------------------------------------------
William D. Cvengros* Chairman of the Board, President and Chief Executive Officer, President, and
800 Newport Center Drive Trustee member of the Operating Board,
Newport Beach, CA 92660 Operating Committee, and Equity
Age 47 Board, PIMCO Advisors; Director,
PIMCO Advisors Distribution Company.
Formerly, Director, Vice Chairman, and
Chief Executive Officer, Pacific Mutual
Life Insurance Company ("Pacific
Mutual")
- ----------------------------------------------------------------------------------------------------------------------------
Richard L. Nelson Trustee President, Nelson Financial Consultants.
8 Cherry Hills Lane Formerly, Partner, Ernst & Young
Newport Beach, CA 92660
Age 66
- ----------------------------------------------------------------------------------------------------------------------------
Lyman W. Porter Trustee Professor of Management at the
2639 Bamboo Street University of California, Irvine
Newport Beach, CA 92660
Age 65
- ----------------------------------------------------------------------------------------------------------------------------
Alan Richards Trustee Consultant. Formerly, President, Chief
P.O. Box 675760 Executive Officer and Director, E.F.
15401 Pimlico Corte Hutton Insurance Group, Inc.; Chairman
Rancho Santa Fe, CA 92067 of the Board, Chief Executive Officer
Age 65 and President, E.F. Hutton Life
Insurance Company; Director, E.F.
Hutton & Company, Inc.
============================================================================================================================
</TABLE>
* Is an "interested person" of the Trust (as defined in the Investment Company
Act of 1940, as amended). Mr. Cvengros is an "interested person" of the Trust
because of his affiliation with PIMCO Advisors and the Trust's Distributor,
PIMCO Advisors Distribution Company, as indicated in the above chart.
In the fiscal year ended June 30, 1996,1 the Board of Trustees held three
meetings. Each of the Trustees attended all of the meetings.
Committees of the Board. The Trust's Board of Trustees had three
standing committees as of the fiscal year ended June 30, 1996: the
Audit Committee, the Nominating Committee and the Policy
Committee. Richard L. Nelson, Lyman W. Porter and Alan Richards
are members of each Committee. Each Trustee attended all of the
meetings of the Committees of which such Trustee is a member.
- --------
1 [The most recent fiscal year of the Trust began on November 1, 1995 and ended
on June 30, 1996 as a result of a change on October 31, 1995 in the Trust's
fiscal year end from October 31 to June 30. All references in this Proxy
Statement to the Trust's fiscal year ended June 30, 1996 refer to the period
beginning November 1, 1995 and ending June 30, 1996.]
8
<PAGE>
The responsibilities of the Trust's Audit Committee include review of
financial and accounting controls and procedures, recommendations as to the
selection of the independent accountants, and review of the scope of the audit.
During the fiscal year ended June 30, 1996, the Audit Committee met two times.
The Nominating Committee did not hold any meetings in the fiscal year ended
June 30, 1996. The Nominating Committee's responsibilities include the screening
and nomination of candidates for election to the Board of Trustees as
independent trustees of the Trust.
The Trust's Policy Committee provides a forum for its members to deliberate
on certain matters to be presented to the Trust's full Board of Trustees for
their review and/or consideration, and to discuss other issues and concerns that
the members of the Committee deem appropriate. During the fiscal year ended June
30, 1996, the Policy Committee met three times.
Compensation and Indemnification. Trustees other than those affiliated with the
Adviser receive an annual retainer of $10,000, $1,000 for each Board of Trustees
meeting attended, and $1,000 for each Audit or Policy Committee meeting
attended, plus reimbursement of related expenses. The Chairmen of the Audit and
Policy Committees receive an additional annual retainer of $1,000. Trustees do
not receive any pension or retirement benefits from the Trust. The following
table sets forth information regarding compensation received by the Trustees for
the fiscal year ended June 30, 1996:
<TABLE>
<S> <C> <C>
============================================================================================================================
Name and Position Aggregate Compensation from Trust Total Compensation from Trust and
Fund Complex Paid to Trustees
- ----------------------------------------------------------------------------------------------------------------------------
William D. Cvengros $0 $0
Chairman, President and Trustee
- ----------------------------------------------------------------------------------------------------------------------------
Richard L. Nelson $14,333.33 $14,333.33
Trustee
- ----------------------------------------------------------------------------------------------------------------------------
Lyman W. Porter $12,166.67 $12,166.67
Trustee
- ----------------------------------------------------------------------------------------------------------------------------
Alan Richards $14,333.33 $14,333.33
Trustee
============================================================================================================================
</TABLE>
The Current Declaration provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, except with respect to any matter as to which it has been determined that
(i) they have not acted in good faith in the reasonable belief that
9
<PAGE>
their actions were in or were not opposed to the best interests of the Trust or
that (ii) such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties. The Trust's
Administrator, Pacific Investment Management Company, provides liability
insurance for the benefit of the Trustees and officers of the Trust.
Required Vote. The election of the Trustees of the Trust will be by a plurality
of the shares of the Trust (all Funds of the Trust voting together as a single
class) present at the Meeting in person or by proxy. Votes cast by proxy or in
person at the Meeting will be counted by persons appointed as tellers by the
Trust.
THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE FOR EACH NOMINEE.
PROPOSAL II. APPROVAL OR DISAPPROVAL OF CERTAIN TRANSACTIONS
The proposed transactions described in Part II-A and II-B below are
part of an overall restructuring of three of the mutual funds advised by PIMCO
Advisors and its affiliates, as described above under "Background:
Reorganization with PIMCO Advisors Funds". The restructuring involves, among
other components, several mergers between PAF Funds and Funds of the Trust which
are counterparts of each other in that they are managed by the same investment
adviser in accordance with substantially similar investment objectives and
policies. The mergers described below relate to two Funds of the Trust: the
Cadence Mid Cap Growth Fund and the NFJ Diversified Low P/E Fund. Shareholders
of two other Funds of the Trust directly affected by the restructuring, the
Columbus Circle Investors Core Equity Fund and the Columbus Circle Investors Mid
Cap Equity Fund, will receive a separate registration/proxy statement relating
to those transactions.
II-A. ACQUISITION BY CADENCE MID CAP GROWTH FUND OF
SUBSTANTIALLY ALL OF THE ASSETS OF PAF DISCOVERY FUND.
As part of the reorganization of the Trust and PAF, the Trustees recommend
approval of a transaction whereby, among other things, the Trust's Cadence Mid
Cap Growth Fund (to be renamed the "PIMCO Mid Cap Growth Fund") (the "Cadence
Fund") will acquire substantially all of the assets (subject to the liabilities)
of the PAF Discovery Fund (referred to in this Part II-A as the "Proposed
Transaction"). Under the Proposed Transaction, all of the PAF Discovery Fund's
assets and liabilities will be acquired by the Cadence Fund in exchange for
shares of beneficial interest of the Cadence Fund. The PAF Discovery Fund will
then distribute these shares to its shareholders in liquidation of their
interests in the PAF Discovery Fund. The description of the Proposed
10
<PAGE>
Transaction contained in this Proxy Statement is qualified in its entirety by
reference to the Agreement and Plan of Reorganization dated __________, 1996, a
copy of which is attached hereto as Exhibit A.
Information about the Proposed Transaction. The Cadence Fund and the PAF
Discovery Fund have substantially similar policies and objectives, the same
investment adviser, PIMCO Advisors, and the same sub-adviser, Cadence Capital
Management ("Cadence"), a subsidiary partnership of PIMCO Advisors which manages
each Fund's portfolio. In addition, the day-to-day management of each of the
Cadence Fund and the PAF Discovery Fund is handled by the same management team
at Cadence.
As indicated above, the PAF Discovery Fund is a series of PAF, an
open-end management investment company offering fifteen diversified portfolios
and one non-diversified portfolio with different investment objectives and
policies. The PAF Discovery Fund is a diversified portfolio that seeks capital
appreciation without any consideration given to income. It invests primarily in
common stocks of companies with equity capitalizations of $500 million to $1
billion that exhibit favorable growth characteristics and reasonable valuations.
The Fund may also invest in convertible securities and, for temporary defensive
purposes, money market instruments.
The Cadence Fund seeks growth of capital. The Fund invests primarily in
common stocks of companies with market capitalizations in excess of $500 million
that have improving fundamentals and whose stock is reasonably valued by the
market. The Fund may also invest in convertible securities, preferred stock,
warrants (subject to certain limitations), and American Depository Receipts.
The principal executive office of the Trust is located at 840 Newport
Center Drive, Newport Beach, California 92660 (tel: 1-800- 927-4648). The
principal executive office of PAF Discovery Fund is c/o PIMCO Advisors Funds,
2187 Atlantic Street, Stamford, Connecticut 06902 (tel: (800) 426-0107).
Reasons for the Proposed Transaction. As required under relevant regulations,
the Trustees have determined that participation in the Proposed Transaction is
in the best interests of the Cadence Fund, and have further determined that the
interests of existing Cadence Fund shareholders will not be diluted as a result
of effecting the Proposed Transaction.
11
<PAGE>
The Trustees recommend approval of the Proposed Transaction because
they believe, among other things, that it offers shareholders the opportunity to
pursue a substantially similar investment program in a larger fund, which should
offer opportunities for greater diversification of risk. In addition, the
Trustees believe that the Proposed Transaction, as part of the overall
restructuring, will (i) improve fund distribution through all channels, and (ii)
enhance the market presence and brand awareness.
In reaching the conclusion that shareholders will not be diluted, the
Trustees have considered such factors as (i) the Cadence Fund shares issued will
have the same aggregate net asset value as the shares of the PAF Discovery Fund
for which they are exchanged, determined in accordance with the same valuation
policies as are applied by the Cadence Fund when valuing its own shares, (ii)
lack of material, adverse tax consequences, including no imposition of taxes
upon the Proposed Transaction and a carry-over basis for the assets being
acquired, and (iii) PIMCO Advisors bearing most of the expenses of the Proposed
Transaction. The Trustees also considered the unrealized capital appreciation in
each of the Cadence Fund and the PAF Discovery Fund as a percentage of each
Fund's total assets. As of June 30, 1996, those percentages were 13.4% and
10.3%, respectively.
The most recent Annual Reports for each of the PAF Discovery Fund and
the Cadence Mid Cap Growth Fund are hereby incorporated by reference into this
Proxy Statement. Copies of each Annual Report are available free of charge from
each Fund upon request. Requests may be in writing or oral, and should be
communicated to the addresses or telephone numbers listed above.
The following table shows the capitalization of each of the Cadence
Fund and the PAF Discovery Fund as of June 30, 1996 and on a pro forma basis on
that date, giving effect to the proposed acquisition of assets at net asset
value:
12
<PAGE>
<TABLE>
<CAPTION>
JUNE 30, 1996
<S> <C> <C> <C>
Discovery Cadence Mid Cap Pro Forma
Fund1 Growth Fund2 Combined3
Net Assets (000's omitted)
Class A................................................ $ 10,369 $ ______ $ 10,365
Class B................................................ 19,075 ______ 19,068
Class C................................................ 38,501 ______ 38,487
Institutional Class.................................... ______ 231,011 230,930
Administrative Class................................... ______ 1,071 1,071
Shares outstanding (000's omitted)
Class A................................................ $ 928 $ ______ $ 928
Class B................................................ 1,721 ______ 1,721
Class C................................................ 3,474 ______ 3,474
Institutional Class.................................... ______ 11,881 11,881
Administrative Class................................... ______ 55 55
Net asset value per share
Class A................................................ $ 11.17 $ _____ $ 11.17
Class B................................................ 11.08 _____ 11.08
Class C................................................ 11.08 _____ 11.08
Institutional Class.................................... ______ 19.44 19.44
Administrative Class .................................. ______ 19.44 19.44
</TABLE>
1 Unaudited.
2 Audited.
3 Pro Forma net assets have been reduced by merger-related legal and accounting
costs and certain other costs.
Required Vote. Approval of the Proposed Transaction will require the lesser of
(A) 67 % or more of the voting securities of the Cadence Fund shareholders
present at the Meeting, if the holders of more than 50% of the outstanding
voting shares of the Cadence Fund are present or represented by proxy; or (B)
more than 50% of the outstanding voting securities of the Cadence Fund.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO
APPROVE THE PROPOSED TRANSACTION.
II-B. ACQUISITION BY NFJ DIVERSIFIED LOW P/E FUND OF
SUBSTANTIALLY ALL OF THE ASSETS OF PAF VALUE FUND.
The Trustees recommend approval of a transaction whereby, among other
things, the NFJ Diversified Low P/E Fund (to be renamed the "PIMCO Value Fund")
(the "NFJ Fund") will acquire substantially all of the assets (subject to the
liabilities) of the PAF Value Fund (referred to in this Part II-B as the
"Proposed Transaction"). Under the Proposed Transaction, all of the PAF Value
Fund's assets and liabilities will be acquired by the NFJ Fund in exchange for
shares of beneficial interest of the NFJ Fund. The PAF Value Fund will then
distribute these shares to its shareholders in liquidation of their interests in
the PAF Value Fund. The description of the Proposed Transaction contained in
this Proxy Statement is qualified in its entirety by reference to
13
<PAGE>
the Agreement and Plan of Reorganization dated __________, 1996, a form of which
is attached hereto as Exhibit A.
Information about the Proposed Transaction. The NFJ Fund and the PAF Value Fund
have substantially similar policies and objectives, the same investment adviser,
PIMCO Advisors, and the same sub--adviser, NFJ Investment Group ("NFJ"), a
subsidiary partnership of PIMCO Advisors which manages each Fund's portfolio. In
addition, the day-to-day management of both the NFJ Fund and the PAF Value Fund
is handled by the same portfolio management team at NFJ.
As indicated above, the PAF Value Fund is a series of PAF, an open-end
management investment company composed of a number of portfolios with different
investment objectives and policies. Both the PAF Value Fund and the NFJ Fund are
diversified portfolios that seek long term growth of capital and current income.
The PAF Value Fund invests primarily in common stocks of companies that are
characterized by having below average price to earnings ratios and/or higher
dividend yields relative to their industry groups. It may also invest in
convertible securities and money market instruments.
The NFJ Fund invests primarily (normally at least 65 % of its assets) in
common stocks characterized as having below average price-to-earnings ratios
relative to their industry groups. It may also invest in convertible securities,
preferred stocks, warrants (subject to certain limitations), and American
Depository Receipts. The PAF Value Fund and the NFJ Fund are managed in
substantially the same manner.
The principal executive office of the Trust is located at 840 Newport
Center Drive, Newport Beach, California 92660 (tel: 1-800- 927-4648). The
principal executive office of PAF Value Fund is c/o PIMCO Advisors Funds, 2187
Atlantic Street, Stamford, Connecticut 06902 (tel: (800) 426-0107).
Reasons for the Proposed Transaction. As required under relevant regulations,
the Trustees have determined that participation in the Proposed Transaction is
in the best interests of the NFJ Fund, and have further determined that the
interests of existing NFJ Fund shareholders will not be diluted as a result of
effecting the Proposed Transaction.
The Trustees recommend approval of the Proposed Transaction because
they believe, among other things, that it offers shareholders the opportunity to
pursue a substantially similar investment program in a larger fund, which should
offer opportunities for greater diversification of risk. In addition, the
Trustees believe that the Proposed Transaction, as part of the overall
restructuring, (i) will improve fund distribution through all channels, and (ii)
will enhance market presence and brand awareness.
14
<PAGE>
In reaching the conclusion that the shareholders will not be diluted,
the Trustees considered such factors as (i) the NFJ Fund shares issued will have
the same aggregate net asset value as the shares of the PAF Value Fund for which
they are exchanged, determined in accordance with the same valuation policies as
are applied by the NFJ Fund when valuing its own shares, (ii) lack of material,
adverse tax consequences, including no imposition of taxes upon the Proposed
Transaction and a carry-over basis for the assets being acquired, and (iii)
PIMCO Advisors' bearing most of the expenses of the Proposed Transaction. The
Trustees also considered the unrealized capital appreciation in each of the NFJ
Fund and the PAF Value Fund as a percentage of each Fund's total assets. As of
June 30, 1996, these percentages were 7.0% and 6.0% respectively.
The most recent Annual Reports for each of the PAF Value Fund and the
NFJ Fund are hereby incorporated by reference into this Proxy Statement. Copies
of each Annual Report are available free of charge from each Fund upon request.
Requests may be in writing or oral, and should be communicated to the addresses
or telephone numbers listed above.
The following table shows the capitalization of each of the NFJ Fund
and the PAF Value Fund as of June 30, 1996 and on a pro forma basis on that
date, giving effect to the proposed acquisition of assets at net asset value:
<TABLE>
<CAPTION>
JUNE 30, 1996
<S> <C> <C> <C>
Value NFJ Diversified Pro Forma
Fund1 Low P/E Fund2 Combined3
Net Assets (000's omitted)
Class A................................................ $ 8,423 $ ______ $ 8,414
Class B................................................ 14,386 ______ 14,370
Class C................................................ 29,489 ______ 29,457
Institutional Class.................................... ______ 52,727 52,669
Administrative Class................................... ______ ______ ______
Shares outstanding (000's omitted)
Class A................................................ $ 692 $ ______ $ 692
Class B................................................ 1,182 ______ 1,182
Class C................................................ 2,424 ______ 2,424
Institutional Class.................................... ______ 4,232 4,232
Administrative Class................................... ______ ______ ______
Net asset value per share
Class A................................................ $ 12.17 $ ______ $ 12.17
Class B................................................ 12.17 ______ 12.17
Class C................................................ 12.17 ______ 12.17
Institutional Class.................................... ______ 12.46 12.46
Administrative Class .................................. ______ ______ ______
</TABLE>
1 Audited.
2 Unaudited.
3 Pro Forma net assets have been reduced by merger-related legal and accounting
costs and certain other costs.
15
<PAGE>
Required Vote. Approval of the Proposed Transaction will require the lesser of
(A) 67% or more of the voting securities of the NFJ Fund shareholders present at
the Meeting, if the holders of more than 50% of the outstanding voting shares of
the Fund are present or represented by proxy; or (B) more than 50% of the
outstanding voting securities of the NFJ Fund.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO
APPROVE THE PROPOSED TRANSACTION.
PROPOSALS III. A-K
APPROVAL OF ADDENDA TO THE PORTFOLIO MANAGEMENT AGREEMENTS ON
BEHALF OF NFJ EQUITY INCOME FUND, NFJ DIVERSIFIED LOW P/E FUND,
NFJ SMALL CAP VALUE FUND, CADENCE CAPITAL APPRECIATION FUND,
CADENCE MID CAP GROWTH FUND, CADENCE MICRO CAP GROWTH FUND,
CADENCE SMALL CAP GROWTH FUND, PARAMETRIC ENHANCED EQUITY FUND,
BLAIRLOGIE EMERGING MARKETS FUND, BLAIRLOGIE INTERNATIONAL ACTIVE
FUND AND BALANCED FUND
In connection with the restructuring described above under "Background:
Reorganization with PIMCO Advisors Funds", the Board of Trustees approved on
September 17, 1996 Addenda to certain Portfolio Management Agreements between
the Adviser, on behalf of the Funds (other than the Columbus Circle Investors
Core Equity and Columbus Circle Investors Mid Cap Equity Funds) and the
Portfolio Managers for those Funds. The Addenda are being presented to
shareholders of the pertinent Funds for approval, and, if approved, will take
effect upon the completion of the restructuring. In the event that the Addenda
are not approved by any Fund, the restructuring will still take place, and the
Trustees will consider what, if any, actions the Trust will take with respect to
the Portfolio Management Agreements.
If the Addenda are adopted, the Portfolio Managers' fees will be
reduced; however, because these fees are paid by the Adviser, this reduction
will have no effect on the expenses of the Funds.
Current Portfolio Management Agreements
PIMCO Advisors serves as Investment Adviser to the Funds pursuant to an
investment advisory agreement with the Trust. PIMCO Advisors is a Delaware
limited partnership organized in 1987. PIMCO Advisors provides investment
management and advisory services to private accounts of institutional and
individual clients and to mutual funds. Total assets under management by PIMCO
Advisors and its subsidiary partnerships at July 31, 1996 were approximately
$99.4 billion. A portion of the units of the limited partner interest in PIMCO
Advisors is traded publicly on the New York Stock Exchange. The general partner
of PIMCO
16
<PAGE>
Advisors is PIMCO Partners, G.P. Pacific Mutual Life Insurance
Company and its affiliates hold a substantial interest in PIMCO
Advisors through direct or indirect ownership of units of PIMCO
Advisors, and indirectly hold a majority interest in PIMCO
Partners, G.P., with the remainder held indirectly by a group
composed of the Managing Directors of PIMCO, who are William H.
Gross, Dean S. Meiling, James F. Muzzy, William F. Podlich, III,
Frank B. Rabinovitch, Brent R. Harris, John L. Hague, Willam S.
Thompson, Jr., William C. Powers, David H. Edington, and Benjamin
L. Trotsky. PIMCO Advisors is governed by an Operating Board and
Equity Board, which exercise substantially all of the governance
powers of the general partner and serve as the functional
equivalent of a board of directors. PIMCO Advisors' address is
800 Newport Center Drive, Newport Beach, California 92660. PIMCO
Advisors is registered as an investment adviser with the SEC.
For all of the Funds, the Adviser has engaged affiliates who
are its subsidiary partnerships to serve as Portfolio Managers.
These affiliates include the Blairlogie Capital Management
("Blairlogie"), Cadence Capital Management ("Cadence"), NFJ
Investment Group ("NFJ"), and Parametric Portfolio Associates
("Parametric").
Under the terms of the Portfolio Management Agreements, the Portfolio
Managers provide a continuous investment program for a pertinent Fund and
determine the composition of the assets of the Fund, including determination of
the purchase, retention, or sale of the securities, cash and other investments
for the Fund in accordance with the Fund's investment objectives, policies, and
restrictions. In addition, the Portfolio Managers provide investment research
and analysis, and conduct a continuous program of evaluation, investment, sales,
and reinvestment of the Fund's assets.
Pursuant to Portfolio Management Agreements among the Adviser and each
of the Portfolio Managers, the following Portfolio Managers render advice to the
following Funds:
<TABLE>
<S> <C> <C>
Date Portfolio Management
Agreement Last Submitted to a
Fund Portfolio Manager Vote of Shareholders1
NFJ Equity Income Fund NFJ October 26, 1996
NFJ Diversified Low P/E Fund NFJ October 26, 1996
NFJ Small Cap Value Fund NFJ October 26, 1996
Cadence Capital Appreciation Cadence October 26, 1996
Fund
Cadence Mid Cap Growth Fund Cadence October 26, 1996
Cadence Micro Cap Growth Fund Cadence October 26, 1996
Cadence Small Cap Growth Fund Cadence October 26, 1996
Parametric Enhanced Equity Fund Parametric October 26, 1996
Blairlogie Emerging Markets Fund Blairlogie October 26, 1996
Blairlogie International Active Blairlogie October 26, 1996
Fund
Balanced Fund2 Cadence July 22, 1996
(common stock segment)
Balanced Fund2 Cadence July 22, 1996
(common stock segment)
</TABLE>
1 The Portfolio Management Agreement was last submitted to shareholders
of the pertinent Fund for the purpose of obtaining the initial approval
of shareholders.
2 The Adviser determines the allocation of the Balanced Fund's assets
among various asset classes and manages the portion of the assets
allocated for investment in money market instruments. Pacific
Investment Management Company, an affiliate of the Adviser, renders
advice regarding the fixed income securities segment of the Balanced
Fund.
Pursuant to each of the Portfolio Management Agreements, a Portfolio
Manager is not subject to liability 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 the applicable agreement, except by reason of
willful misfeasance, bad faith, or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties under
the agreement.
Each of the Portfolio Management Agreements provides that it will
terminate automatically in the event of its assignment, as that term is
described in the 1940 Act. In addition, each such agreement may be terminated by
the Adviser or by the pertinent Portfolio Manager upon 60 days' written notice
to the other parties, and by the Trust upon the vote of a majority of the
Trust's Board of Trustees or a majority of the outstanding shares of the
applicable Fund, upon 60 days' written notice to the Portfolio Manager.
The Addenda to the Portfolio Management Agreements
Each Addendum to a Portfolio Management Agreement was approved by the
Board of Trustees, including a majority of the Trustees who are not parties to
the Portfolio Management Agreements or interested parties of such parties, at a
meeting held on September 17, 1996. A form of Addendum is attached hereto as
Exhibit B.
17
<PAGE>
The Addenda to the Portfolio Management Agreements are now submitted
for approval by the shareholders of the Fund to which each Addendum applies.
Each Addendum provides for a reduction in the compensation payable to the
Portfolio Managers. Because the portfolio management fees are paid by the
Adviser from the management fees it receives from the Funds, the effect of the
Addenda will be to change the allocation of the fees between the Portfolio
Managers and the Adviser. A reduction in the portfolio management fees will
therefore increase the fees retained by the Adviser, but will not result in an
overall reduction in fees paid by the shareholders of the affected Funds. The
change in allocation is being made to reflect the increased responsibilities of
the Adviser with respect to each Fund.
The following table presents information regarding the current
and proposed fees to be paid to the Portfolio Managers and to the Adviser:
18
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate Proposed Proposed
Portfolio Aggregate Advisory
Aggregate Management Portfolio Fees
Current Advisory Fees Fees Paid to Management Retained by
and Retained by Portfolio Fees Payable PIMCO % Reduction
Proposed PIMCO Managers to Portfolio Advisors in Proposed
Advisory Current Proposed Advisors for for Fiscal Managers for for Fiscal Portfolio
Fee to Portfolio Portfolio Fiscal Year Year Ended Fiscal Year Year Ended Management
Portfolio PIMCO Management Management Ended June 30, June 30, Ended June 30, June 30, Fee from
Fund Manager Advisors1 Fee Fee 19962 1996 19963 19963 Current Fee
- ------------------------------------------------------------------------------------------------------------------------------------
NFJ Equity Income
Fund NFJ 0.45% 0.45% 0.35% $0 $425,899 $332,533 $93,366 (21.92%)
NFJ Diversified
Low P/E Fund NFJ 0.45% 0.45% 0.35% 0 65,873 52,060 13,813 (20.97%)
NFJ Small Cap Value
Fund NFJ 0.60% 0.60% 0.50% 0 156,721 130,979 25,742 (16.43%)
Cadence Capital
Appreciation Fund Cadence 0.45% 0.45% 0.35% 0 883,498 691,478 192,020 (21.73%)
Cadence Mid Cap
Growth Fund Cadence 0.45% 0.45% 0.35% 0 617,546 482,602 134,934 (21.85%)
Cadence Micro
Cap Growth Fund Cadence 1.25% 1.25% 1.15% 0 669,726 621,528 48,198 (7.20%)
Cadence Small
Cap Growth Fund Cadence 1.00% 1.00% 0.90% 0 426,098 383,691 42,407 (9.95%)
Parametric
Enhanced Equity
Fund Parametric 0.45% 0.45% 0.35% 0 274,512 213,537 60,975 (22.21%)
Blairlogie
Emerging Markets
Fund Blairlogie 0.85% 0.85% 0.75% 0 440,978 390,804 50,174 (11.38%)
Blairlogie
International
Active Fund Blairlogie 0.60% 0.60% 0.50% 0 294,777 245,534 49,243 (16.71%)
Balanced Fund 4 Cadence 0.45% 0.45% 0.35% N/A N/A N/A N/A N/A
(common stock segment)
Balanced Fund 4 NFJ 0.45% 0.45% 0.35% N/A N/A N/A N/A N/A
(common stock segment)
</TABLE>
1 Aggregate advisory fees would not change under the proposed addendum.
2 Reflects deduction of Portfolio Management fees paid by PIMCO Advisors
to the Portfolio Manager.
3 Estimated fees had the Addenda to the Portfolio Management Agreements
been in effect during the fiscal year ended June 30, 1996.
4 The Portfolio Management Agreements for the Balanced Fund did not go
into effect until August 1, 1996. Accordingly, no portfolio management
fees were received by Cadence and NFJ in respect of the Balanced Fund
during the fiscal year ended June 30, 1996.
19
<PAGE>
No other changes to the Portfolio Management Agreements are made in the
Addenda.
For the fiscal year ended June 30, 1996, the Funds paid the following
aggregate fees to the Funds' administrator, Pacific Investment Management
Company:
Fund Fees Paid
NFJ Equity Income Fund $263,611
NFJ Diversified Low P/E Fund $ 36,596
NFJ Small Cap Value Fund $ 65,176
Cadence Capital Appreciation Fund $490,803
Cadence Mid Cap Growth Fund $342,880
Cadence Micro Cap Growth Fund $133,934
Cadence Small Cap Growth Fund $106,715
Parametric Enhanced Equity Fund $151,842
Blairlogie Emerging Markets Fund $259,300
Blairlogie International Active Fund $244,350
Balanced Fund $130,017
[Add any additional fees paid to affiliates of PIMCO Advisers]
Information About the Portfolio Managers
Parametric manages Parametric Enhanced Equity Fund and, upon the
commencement of operations, the Parametric Structured Emerging Markets Fund (the
"Parametric Funds"). Parametric is an investment management firm organized as a
general partnership. Parametric has two partners: PIMCO Advisors, as the
supervisory partner, and Parametric Management, Inc., as the managing partner.
Parametric Portfolio Associates, Inc., the predecessor investment adviser to
Parametric, commenced operations in 1987. Accounts managed by Parametric had
combined assets as of July 31, 1996 of approximately $1.6 billion. Parametric's
address is 7310 Columbia Center, 701 Fifth Avenue, Seattle, Washington
98104-7090. Parametric is registered as an investment adviser with the SEC and
as a commodity trading adviser with the CFTC.
David Stein, Linda Mauzy, and Cliff Quisenberry are
primarily responsible for the day-to-day management of the
Parametric Funds. Mr. Stein is a Managing Director of Parametric
and has been associated with Parametric since June, 1996. He
also directs research and product development for Parametric.
Mr. Stein graduated with bachelor's and master's degrees in
Applied Mathematics from the University of Witwatersrand, South
Africa, and received a Ph.D. in Applied Mathematics from Harvard
University. Prior to joining Parametric, Mr. Stein served as the
Director of Investment Research at GTE Investment Management,
Director of Active Equity Strategies at the Vanguard Group, and
Director of Quantitative Portfolio Management and Research at
20
<PAGE>
IBM. Ms. Mauzy is a Senior Investment Manager of Parametric and
has been with Parametric since 1988. Ms. Mauzy graduated from
the California State University with a bachelor's degree in
Chemistry, and from the University of California with a master's
degree in Economics. She is a Chartered Financial Analyst. Mr.
Quisenberry is a Senior Investment Manager and Research Manager
of Parametric and has been with Parametric since 1994. He
previously served as a Vice President and Portfolio manager at
Cutler & Co., and as a security analyst and portfolio manager at
Fred Alger Management. Mr. Quisenberry graduated from Yale
University with a bachelor's degree in Economics. He is a
Chartered Financial Analyst.
See Exhibit C of this proxy statement for a list of the principal
executive officers and directors of Parametric, and a table setting forth the
other registered investment companies for which Parametric serves as an
investment adviser, including the fees payable by such investment companies and
their approximate net assets.
NFJ manages the NFJ Equity Income Fund, the NFJ Diversified Low P/E
Fund, the NFJ Small Cap Value Fund, and a portion of the Common Stock Segment of
the Balanced Fund. NFJ is an investment management firm organized as a general
partnership. NFJ has two partners: PIMCO Advisors as the supervisory partner,
and NFJ Management, Inc. as the managing partner. NFJ Investment Group, Inc.,
the predecessor investment adviser to NFJ, commenced operations in 1989.
Accounts managed by NFJ had combined assets as of July 31, 1996 of approximately
$1.6 billion. NFJ's address is 2121 San Jacinto, Suite 1440, Dallas, Texas
75201. NFJ is registered as an investment adviser with the SEC.
Chris Najork is responsible for the day-to-day management of
the NFJ Equity Income Fund, the NFJ Diversified Low P/E Fund, and
the portion of the Common Stock Segment of the Balanced Fund
allocated to NFJ. Mr. Najork is a Managing Director and a
founding partner of NFJ and has 27 years' experience encompassing
equity research and portfolio management. He received his
bachelor's degree and MBA from Southern Methodist University.
Mr. Najork is a Chartered Financial Analyst. Mr. Najork and Paul
A. Magnuson are primarily responsible for the day-to-day
management of the NFJ Small Cap Value Fund. Mr. Magnuson, a
research analyst at NFJ, has 11 years' experience in equity
research and portfolio management. He received his bachelor's
degree in Finance from the University of Nebraska-Lincoln.
See Exhibit D of this proxy statement for a list of the principal
executive officers and directors of NFJ, and a table setting forth the other
registered investment companies for which NFJ serves as an investment adviser,
including the fees payable by such investment companies and their approximate
net assets.
21
<PAGE>
Cadence manages the Cadence Capital Appreciation Fund, the Cadence Mid Cap
Growth Fund, the Cadence Micro Cap Growth Fund, the Cadence Small Cap Growth
Fund, and a portion of the Common Stock Segment of the Balanced Fund (the
"Cadence Funds"). Cadence is an investment management firm organized as a
general partnership. Cadence has two partners: PIMCO Advisors as the supervisory
partner, and Cadence Capital Management, Inc. as the managing partner. Cadence
Capital Management Corporation, the predecessor investment adviser to Cadence,
commenced operations in 1989. Accounts managed by Cadence had combined assets as
of July 31, 1996 of approximately $2.7 billion. Cadence's address is Exchange
Place, 53 State Street, Boston, Massachusetts 02109. Cadence is registered as an
investment adviser with the SEC.
David B. Breed, William B. Bannick, Katherine A. Burdon,
Eric M. Wetlaufer, and Peter B. McManus are primarily responsible
for the day-to-day management of the Cadence Funds. Mr. Breed is
a Managing Director, Chief Executive Officer, and founding
partner of Cadence and has 23 years' investment management
experience. He has been the driving force in developing the
firm's growth-oriented stock screening and selection process and
has been with Cadence since its inception. Mr. Breed graduated
from the University of Massachusetts and received his MBA from
the Wharton School of Business. He is a Chartered Financial
Analyst. Mr. Bannick is a Managing Director and Executive Vice
President of Cadence and has 11 years' investment management
experience. He previously served as Executive Vice President of
George D. Bjurman & Associates and as Supervising Portfolio
Manager of Trinity Investment Management Corporation. Mr.
Bannick joined Cadence in 1992. He graduated from the University
of Massachusetts and received his MBA from Boston University.
Mr. Bannick is a Chartered Financial Analyst. Ms. Burdon is a
Managing Director and Portfolio Manager of Cadence and has nine
years' investment management experience. She previously served
as a Vice President and Portfolio Manager of The Boston Company.
Ms. Burdon joined Cadence in 1993. She graduated from Stanford
University and received a Master of Science degree from
Northeastern University. Ms. Burdon is a Chartered Financial
Analyst and Certified Public Accountant. Mr. Wetlaufer is a
Managing Director and Portfolio Manager of Cadence and has 11
years' investment management experience. He previously served as
Vice President of Northfield Information Services. Mr. Wetlaufer
joined Cadence in 1991. He graduated from Wesleyan University
and is a Chartered Financial Analyst. Mr. McManus is Director of
Fund Management of Cadence and has 19 years' investment
management experience. He previously served as a Vice President
of Bank of Boston. Mr. McManus joined Cadence in 1994. He
graduated from the University of Massachusetts, and is certified
as a Financial Planner.
22
<PAGE>
See Exhibit E of this proxy statement for a list of the principal
executive officers and the directors of Cadence, and a table setting forth the
other registered investment companies for which Cadence serves as an investment
adviser, including the fees payable by such investment companies and their
approximate net assets.
Blairlogie manages the Blairlogie Emerging Markets Fund and the
Blairlogie International Active Fund (the "Blairlogie Funds"). Blairlogie is an
investment management firm, organized as a limited partnership under the laws of
Scotland, United Kingdom, with two general partners and one limited partner. The
general partners are PIMCO Advisors, which serves as the supervisory partner,
and Blairlogie Holdings Limited, a wholly owned corporate subsidiary of PIMCO
Advisors, which serves as the managing partner. The limited partner is
Blairlogie Partners L.P., a limited partnership, the general partner of which is
Pacific Financial Asset Management Corporation, and the limited partners of
which are the principal executive officers of Blairlogie Capital Management.
Blairlogie Partners L.P. has agreed with PIMCO Advisors that PIMCO Advisors will
acquire one-fifth of its 25% interest annually, beginning December 31, 1997.
Blairlogie Capital Management Ltd., the predecessor investment adviser to
Blairlogie, commenced operations in 1992. Accounts managed by Blairlogie had
combined assets as of July 31, 1996 of approximately $.7 billion. Blairlogie's
address is 4th Floor, 125 Princes Street, Edinburgh EH2 4AD, Scotland.
Blairlogie is registered as an investment adviser with the SEC in the United
States and with the Investment Management Regulatory Organization in the United
Kingdom.
James Smith is primarily responsible for the day-to-day management of
the Blairlogie Funds. Mr. Smith is a Managing Director and Chief Investment
Officer of Blairlogie and is responsible for managing an investment team of
seven professionals who, in turn, specialize in selection of stocks within
Europe, Asia, the Americas and in currency and derivatives. He previously served
as a senior portfolio manager at Murray Johnstone in Glasgow, Scotland,
responsible for international investment management for North American clients,
and at Schroder Investment Management in London. Mr. Smith received his
bachelor's degree in Economics from London University and his MBA from Edinburgh
University. He is an Associate of the Institute of Investment Management and
Research.
See Exhibit F of this proxy statement for a list of the principal
executive officers and directors of Blairlogie, and a table setting forth the
other registered investment companies for which Blairlogie serves as an
investment adviser, including the fees payable by such investment companies and
their approximate net assets.
23
<PAGE>
Registration as an investment adviser with the SEC does not involve
supervision by the SEC over investment advice, and registration with the CFTC as
a commodity trading adviser does not involve supervision by the CFTC over
commodities trading. The Portfolio Management Agreements are not exclusive, and
PIMCO, Parametric, NFJ, Cadence, Columbus Circle, and Blairlogie may provide,
and currently are providing, investment management services to other clients,
including other investment companies.
The Evaluation by the Trust's Board of Trustees and the Trustees'
Recommendation
In determining whether it was appropriate to approve each Addendum to
the Portfolio Management Agreements and to recommend approval to shareholders,
the Board of Trustees, including Trustees who are not interested persons of the
Adviser or the Portfolio Managers, considered various materials provided by the
Adviser and the Portfolio Managers. The information considered by the Trustees
included, among other things, the following: (1) the compensation to be received
by the Portfolio Managers for their investment advisory services and the
fairness of such compensation; (2) the compensation to be received by the
Adviser for its investment advisory services and the fairness of such
compensation; and (3) the nature and quality of the investment advisory services
to be rendered and that have been rendered by the Portfolio Manager and the
Adviser to the pertinent Fund.
In this regard, the Trustees noted that, other than with respect to the
fixed income segment of the Balanced Fund the Adviser does not currently retain
a portion of the advisory fees received by it from the Funds. The Trustees also
noted that the Funds will continue to receive portfolio management services from
the Portfolio Managers, and that the expenses of the Funds would not increase.
Finally, the Trustees noted that the Chairman, Mr. Cvengros, is also a director
and officer of PIMCO Advisors, and that Mr. Prindiville, a nominee, is an
officer of PIMCO Advisors, and therefore may be deemed to have an interest in
the adoption of the Addenda to the Portfolio Management Agreements.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND:
A. APPROVAL BY THE SHAREHOLDERS OF THE NFJ EQUITY INCOME FUND
OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND NFJ;
B. APPROVAL BY THE SHAREHOLDERS OF THE NFJ DIVERSIFIED LOW P/E
FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND NFJ;
C. APPROVAL BY THE SHAREHOLDERS OF THE NFJ SMALL CAP VALUE
FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND NFJ;
24
<PAGE>
D. APPROVAL BY THE SHAREHOLDERS OF THE CADENCE CAPITAL
APPRECIATION FUND OF THE ADDENDUM TO THE PORTFOLIO
MANAGEMENT AGREEMENT BETWEEN THE ADVISER AND CADENCE;
E. APPROVAL BY THE SHAREHOLDERS OF THE CADENCE MID CAP GROWTH
FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND CADENCE;
F. APPROVAL BY THE SHAREHOLDERS OF THE CADENCE MICRO CAP GROWTH
FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND CADENCE;
G. APPROVAL BY THE SHAREHOLDERS OF THE CADENCE SMALL CAP GROWTH
FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT
BETWEEN THE ADVISER AND CADENCE;
H. APPROVAL BY THE SHAREHOLDERS OF THE PARAMETRIC ENHANCED
EQUITY FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT
AGREEMENT BETWEEN THE ADVISER AND PARAMETRIC;
I. APPROVAL BY THE SHAREHOLDERS OF THE BLAIRLOGIE EMERGING
MARKETS FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT
AGREEMENT BETWEEN THE ADVISER AND BLAIRLOGIE;
J. APPROVAL BY THE SHAREHOLDERS OF THE BLAIRLOGIE INTERNATIONAL
ACTIVE FUND OF THE ADDENDUM TO THE PORTFOLIO MANAGEMENT
AGREEMENT BETWEEN THE ADVISER AND BLAIRLOGIE;
K. APPROVAL BY THE SHAREHOLDERS OF THE BALANCED FUND OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN THE
ADVISER AND NFJ; AND
L. APPROVAL BY THE SHAREHOLDERS OF THE BALANCED FUND OF THE
ADDENDUM TO THE PORTFOLIO MANAGEMENT AGREEMENT BETWEEN THE
ADVISER AND CADENCE.
PROPOSAL IV.
APPROVAL OR DISAPPROVAL OF THE SECOND AMENDED AND
RESTATED AGREEMENT AND DECLARATION OF TRUST
The Trust was organized as a Massachusetts business trust on August 24,
1990 pursuant to an Agreement and Declaration of Trust dated August 24, 1990.
The Agreement and Declaration of Trust was amended and restated pursuant to an
Amended and Restated Agreement and Declaration of Trust, dated May 7, 1993,
which has subsequently been amended on several occasions, most recently on
August 20, 1996 (as so amended, the "Current Declaration") for the purpose of
creating an additional series of the Trust.
25
<PAGE>
As part of the overall restructuring of the mutual funds advised by
PIMCO Advisors, the Trustees of the Trust are proposing that shareholders
approve a Second Amended and Restated Declaration of Trust (the "Proposed
Declaration"). The provisions of the Proposed Declaration are substantially
identical to those of the current Agreement and Declaration of Trust of PAF. The
full text of the Proposed Declaration is attached as Exhibit G to this Proxy
Statement, and qualifies in its entirety the description of the Proposed
Declaration set forth in this Proxy Statement.
Because the Trust will remain a Massachusetts business trust,
interpretation of the Proposed Declaration will continue to be governed by
Massachusetts law. In addition, the Trust's operations will remain subject to
the provisions of the 1940 Act and the rules promulgated thereunder. Certain
differences between the Current Declaration and the Proposed Declaration are
summarized below.
Shareholder Voting Requirements - Generally. The Current Declaration sets forth
the specific matters on which shareholders are entitled to vote, the size of
vote required for approval of each such matter (i.e., plurality, majority, super
majority), the circumstances in which the shareholders may call and hold
meetings, and other information concerning shareholders' general voting rights.
The Proposed Declaration states that shareholders shall have such power to vote
as is provided for in, and may hold meetings and take actions pursuant to, the
provisions of the proposed Bylaws (the "Proposed Bylaws"), which have been
unanimously adopted by the Trustees contingent upon a favorable vote of the
shareholders of the Trust on this Proposal. The Proposed Bylaws, which are
substantially identical to those currently in effect for PAF, in turn, provide
all details regarding (i) the matters on which shareholders are entitled to
vote, (ii) the size of vote required for approval of each matter and (iii) the
circumstances in which shareholders may call and hold meetings. The Proposed
Bylaws provide shareholders with voting powers which, with certain exceptions as
described in greater detail below, are substantially similar to the powers
provided for in the Current Declaration. Under both the Current Declaration and
the Proposed Bylaws, shareholders have the power to vote (i) for the election of
Trustees, provided, however, that no meeting of shareholders is required to be
called for the purpose of electing Trustees unless and until such time as less
than a majority of the Trustees have been elected by the shareholders; (ii) with
respect to any manager or sub-adviser to the extent required by the 1940 Act;
(iii) with respect to the termination of the Trust by any vote of shareholders;
(iv) with respect to amendments to the Declaration of Trust which may adversely
affect the rights of shareholders; (v) to the same extent as the stockholders of
a Massachusetts business corporation as to whether an action should be brought
26
<PAGE>
derivatively or as a class action on behalf of the Trust and its shareholders;
and (vi) with respect to such additional matters relating to the Trust as may be
required by law, the Declaration, the By-laws or any registration statement of
the Trust, or as the Trustees consider necessary or desirable.
Both the Current Declaration and the Proposed Declaration provide that
any amendment thereto that adversely affects the rights of Shareholders may be
adopted only by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by the vote of a majority of the shares
entitled to vote. However, the Proposed Declaration also provides that if fewer
than all Shareholders are affected by an amendment, only the vote of the
Shareholders of those series or classes affected by the amendment shall be
required to vote on the amendment. The Proposed Bylaws may be amended or
repealed, in whole or in part, by a majority of the Trustees then in office at
any meeting of the Trustees, or by one or more writings signed by such a
majority. Although no shareholder vote would be required to amend any portion of
the Bylaws, including portions setting forth shareholder voting rights, the
Trust would still be subject to shareholder rights required by the 1940 Act and
the rules and regulations thereunder, the Securities and Exchange Commission,
and any applicable state laws. Thus, under current law, (i) Trustees must be
elected by shareholders under certain circumstances, (ii) advisory contracts
must still be approved by a vote of at least a majority of the Trust's
outstanding voting securities, (iii) distribution plans must still be approved
by a vote of at least a majority of the Trust's outstanding voting securities,
and (iv) auditors must still be selected annually at an annual meeting of
shareholders if such a meeting is held.
It is expected that, by providing for shareholder voting and meeting rights
in the Bylaws rather than the Declaration of Trust, the Trustees will have added
flexibility in managing the Trust's affairs.
Shareholder Voting Requirements - Reorganizations. The Trust's Current
Declaration provides that shareholders shall have the power to vote with respect
to any proposed transaction in which the Trust, or any one or more of its
series, merges with or consolidates with one or more trusts, partnerships, or
associations. The term "merger" is in turn defined to include any purchase or
acquisition of any assets of another investment company. Under the Current
Declaration, any such consolidation or merger requires a Majority Shareholder
Vote of each Series affected thereby. As used in the Current Declaration, the
term "Majority Shareholder Vote" means, with respect to the Trust or any series
eligible to vote (as the case may be) the lesser of (A) 67% or more of the
voting securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities of the Trust or such series as are present or
represented by
27
<PAGE>
proxy; or (B) more than 50% of the outstanding voting securities of the Trust or
such series.
Neither the Proposed Declaration nor the Proposed Bylaws requires any
shareholder vote with respect to any proposed transaction in which the Trust, or
any one or more series thereof, as successor, survivor, or non-survivor,
consolidates with, merges into, or has merged into it, one or more trusts,
partnerships or associations. Under the Proposed Declaration and Proposed
Bylaws, the shareholders would be entitled to vote if, and to the extent that,
the Trustees consider such a vote to be reasonable or necessary.
It is expected that, by requiring the Trust to seek shareholder
approval on such consolidations or mergers only when the Trustees consider such
a vote to be reasonable or necessary, the Trustees will have added flexibility
in managing the Trust's affairs. In particular, should a Fund seek to acquire
substantially all of the assets of another mutual fund, the Trust or its
Administrator would experience a savings with respect to certain expenses,
including the cost of preparing, printing, and mailing proxies and related
notices and proxy statements and other costs in connection with the solicitation
of proxies.
Multi-Class Structure - Permitted Differences between Classes. The Current
Declaration provides that all shares of the Trust or of any series shall be
identical to all other shares of the Trust or the same series, as the case may
be, except that there may be variations between different classes as to
allocation of expenses, rights of redemption, special and relative rights as to
dividends, and on liquidation, conversion rights, and conditions under which the
several classes shall have separate voting rights. The Proposed Declaration does
not enumerate the permitted ways in which two or more classes of shares may
differ but affords to the Trustees the right to assign them such preferences and
special or relative rights and privileges (including conversion rights, if any)
as the Trustees may determine or as shall be set forth in the Proposed Bylaws.
Each Fund of the Trust currently offers two classes of shares,
Institutional Class and Administrative Class shares. The primary difference
between the two classes is whether a service fee is charged. The Trust also
expects that, in connection with the overall reorganization of the mutual funds
advised by PIMCO Advisors, substantially all of its Funds will offer three
additional classes of shares, Class A, Class B and Class C shares, beginning on
or about January 10, 1997. The primary differences among these additional
classes are whether the shares of a class are subject to a front-end sales load
or a contingent deferred sales charge, the duration of any contingent deferred
sales charge, and whether the shares are subject to a distribution fee. Although
it is difficult at this time to
28
<PAGE>
anticipate what future distinguishing characteristics of multi-class structures
may arise, the Trustees believe that the Proposed Declaration provides greater
flexibility for future situations.
Under the Proposed Declaration, the Trust would still be subject to the
multi-class requirements under the 1940 Act and the rules and regulations
thereunder. In particular, Rule 18f-3 under the 1940 Act currently provides,
inter alia, that each class (i) shall have a different arrangement for
shareholder services or the distribution of securities or both, and shall pay
all of the expenses of that arrangement; (ii) may pay a different share of other
expenses, not including advisory or custodial fees or other expenses related to
the management of that company's assets, if these expenses are actually incurred
in a different amount by that class, or if the class receives services of a
different kind or to a different degree than other classes; (iii) may pay a
different advisory fee to the extent that any difference in amount paid is the
result of the application of the same performance fee provisions in the advisory
contract of the company to the different investment performance of each class;
and (iv) shall have exclusive voting rights of any matter submitted to
shareholders that relates solely to its arrangement.
Standards in Respect of Advisory and Distribution Contracts. The Current
Declaration provides all advisory and distribution contracts entered into with
certain interested persons of the Trust must, inter alia, be "reasonable and
fair" when entered into. It is unclear how this contractual provision would be
interpreted by a court of competent jurisdiction. Under precedent dealing with
Massachusetts corporations, a party defending the fairness of an interested
transaction has the burden of proof and the statute of limitations on a contract
is generally six years. While there is no comparable provision in the Proposed
Declaration, if the Proposed Declaration were approved all advisory and
distribution contracts entered into by the Trust would remain subject to the
requirements of the 1940 Act and the rules and regulations thereunder and any
applicable state laws. For example, Section 36 of the 1940 Act imposes a
fiduciary duty on advisers and affiliated persons with respect to the
compensation for services that they receive from registered investment companies
such as the Funds. In a claim for excessive advisory or distribution fees under
Section 36 of the 1940 Act, the plaintiff bears the burden of proof and the
statute of limitations is one year. Appellate court precedent provides that the
principal factor to be considered in determining the reasonableness of an
advisory fee is whether the fee is "so disproportionately large that it bears no
relationship to the services rendered and would not have been the product of
arms-length bargaining."
29
<PAGE>
Indemnification of Trustees and Officers. The Proposed Declaration clarifies the
procedures for determining whether a trustee, officer, or other person acting
under his or her direction is entitled to indemnification by the Trust. The
Proposed Declaration provides in general that a trustee, officer or other person
acting under their direction is entitled to indemnification except with respect
to any matter as to which such person shall have been finally adjudicated in any
action, suit or other proceeding (a) not to have acted in good faith in the
reasonable belief that such person's action was in or not opposed to the best
interest of the Trust or (b) to be liable to the Trust or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office.
Required Vote. Approval of the Proposed Declaration will require a majority vote
of the outstanding shares of each Fund of the Trust, with each such Fund voting
separately for purposes of this Proposal.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO
APPROVE THE PROPOSED DECLARATION OF TRUST.
PROPOSAL V.
APPROVAL OR DISAPPROVAL OF AN ADMINISTRATIVE CLASS DISTRIBUTION
PLAN WITH RESPECT TO EACH FUND OF THE TRUST
The Trustees are proposing that holders of Administrative Class shares of
each Fund approve an Administrative Class Distribution Plan (the "Plan") as it
relates to each Fund. The Plan would supplement other arrangements under which
shareholder services are currently rendered to shareholders of the
Administrative Class, and would not increase the expenses of that class of
shares. The full text of the Plan is attached as Exhibit H to this Proxy
Statement and qualifies in its entirety the description of the Plan set forth in
this Proxy Statement.
The Plan, which was drafted pursuant to Section 12(b) of the 1940 Act
and Rule 12b-1 thereunder (the "Rule"), was approved with respect to each Fund
on September 17, 1996 by the Trustees, including [all] of those Trustees who are
not "interested persons" of the Trust or of the Trust's principal underwriter,
PIMCO Advisors Distribution Company (the "Distributor") and who have no direct
or indirect interest in the Plan or any related agreements (the "Qualified
Trustees"). The Plan is being submitted for shareholder approval pursuant to a
requirement in the Rule.
Administrative Class Distribution Plan. Under the terms of the
Plan, the Trust (or the Distributor acting as agent of the Trust)
30
<PAGE>
will reimburse brokers and other service organizations (each a "Service
Organization") for costs and expenses incurred in connection with the
distribution and marketing of the Administrative Class shares, at an annual rate
not to exceed 0.25% of the average daily net assets attributable to each Fund's
Administrative Class shares. Any expense payable under the Plan may be carried
forward for reimbursement for up to twelve months beyond the date in which it is
incurred, but may never exceed 0.25% of average daily net assets in any month.
Such "carried forward" expenses may only be paid by the Trust under the Plan
during periods in which the Plan continues to be in effect. The services
provided under the Plan may include providing facilities to answer questions
from prospective investors about the Funds, providing information about the
Funds, receiving and answering correspondence (including requests for
prospectuses and statements of additional information), preparing, printing and
delivering prospectuses and shareholder reports to prospective shareholders,
complying with federal and state securities laws pertaining to the sale of
Administrative Class shares, and assisting investors in completing application
forms and selecting dividend and other account options. The Plan requires the
Trustees to review, at least quarterly, a written report of expenditures under
the Plan.
The initial term of the Plan is one year. Continuance of the Plan
requires specific approval at least annually by vote of both a majority of the
Trustees and a majority of the Qualified Trustees. The Plan and any related
agreements (including the Distributor's Contract described below) may be
terminated as to any Fund at any time by vote of a majority of the Qualified
Trustees or by vote of a majority of the outstanding shares of the
Administrative Class shares of such Fund. All agreements relating to the Plan
must be in writing and will terminate automatically if assigned. The Plan may
not be amended to increase materially the amount of the distribution fee
permitted thereunder with respect to a Fund without a vote of a majority of the
outstanding shares of the Administrative Class of that Fund. In addition, the
Plan may not be materially amended in any way without a vote of the majority of
both the Trustees and the Qualified Trustees at a meeting called for that
purpose.
Pursuant to the terms of a multiple class plan (the "Multiple Class
Plan"), the Trust currently pays to the Administrator an amount equal to 0.25%
on an annual basis of the average daily net assets of a Fund attributable to its
Administrative Class shares. The Administrator in turn compensates financial
intermediaries that provide services in connection with the administration of
plans or programs that use Fund shares as their funding medium pursuant to
separate Administrative Services Agreements. For the fiscal year ended June 30,
1996, the aggregate fees paid under the Multiple Class Plan for the
Administrative Class shares totaled $76,033.
31
<PAGE>
Services provided under the Multiple Class Plan include one or more of
the following: receiving, aggregating and processing shareholder orders,
furnishing shareholder sub-accounting, providing and maintaining elective
shareholder services such as check writing and wire transfer services; providing
and maintaining preauthorized investment plans; communicating periodically with
shareholders; acting as the sole shareholder of record and nominee for
shareholders; maintaining accounting records for shareholders; answering
questions and handling correspondence from shareholders about their accounts;
issuing confirmations for transactions by shareholders; and performing similar
account administrative services.
If the Plan is adopted, any Service Organization entering into a
Distribution Agreement with the Trust (or with the Distributor) under the Plan
may also enter into an Administrative Services Agreement with the Trust. In the
event that a Service Organization enters into both types of agreements, the
Service Organization will not be eligible to receive fees under both agreements
with respect to the same assets. A Fund (or the Distributor, acting as the
Fund's agent) may enter into more than one Distribution and/or Administrative
Services Agreement for its Administrative Class shares, with different Service
Organizations providing services to different groups of shareholders.
The Trustees believe that, in addition to using the financial
intermediaries currently engaged pursuant to the Multiple Class Plan, adoption
of the Plan would provide the Funds with the opportunity to engage and
compensate registered broker-dealers to aid in the sale of Administrative Class
shares in a manner consistent with regulatory requirements. Based upon
information provided to the Trustees by the Distributor and the Administrator,
the Trustees believe that the Plan may benefit the Trust by stimulating sales of
Fund shares or by reducing redemptions of Fund shares. Increased sales and/or
reduced redemptions may allow the Adviser to provide current and future
shareholders with the potential for greater diversification of their assets and
for an increase investment opportunities for the Funds. In addition, the
Trustees believe that the Plan, as part of the overall restructuring, (i) will
improve Fund distribution through all channels, (ii) will enhance market
presence and brand awareness and (iii) will not result in any additional expense
to the Trust or the Administrative Class of the Trust's shares.
Distributor's Contract. The Distributor, an indirect wholly-owned subsidiary of
the Adviser, acts as the principal underwriter of shares of each Fund of the
Trust pursuant to a Distributor's Contract with the Trust. Under the
Distributor's Contract, the Distributor is not obligated to sell any specific
number of shares, but only to sell Trust shares on a best efforts basis.
32
<PAGE>
For the fiscal year ended June 30, 1996, no distribution fees were paid
to the Distributor by the Trust in connection with purchases of any Fund's
Administrative Class shares.
By virtue of their current and former positions with the Adviser, the
Distributor and their affiliates, the Chairman of the Board of the Trust,
William D. Cvengros, and Robert A. Prindiville, a nominee for Trustee, may be
deemed to have a material interest in the Distributor's Contract.
The Trustees, including all of the Qualified Trustees, have determined
that there is a reasonable likelihood that the Plan will benefit the Trust and
the shareholders of each Fund and unanimously recommend that Administrative
Class shareholders of each Fund approve the Plan.
Required Vote. Approval of the Plan as to each Fund will require a Majority
Shareholder Vote of the outstanding Administrative Class shares of each Fund of
the Trust, with each Fund voting separately for purposes of this Proposal. Only
holders of Administrative Class shares shall be eligible to vote on this
Proposal. The Plan shall have been effectively approved with respect to a Fund
if the Plan is approved by a Majority Shareholder Vote of the outstanding
Administrative Class shares of the Fund, notwithstanding that the matter has not
been approved by the Administrative Class of any other Fund. If shareholders of
the Administrative Class shares of one or more Funds do not approve the Plan,
the Trustees will consider such further action as they may deem to be in the
best interests of Administrative Class shareholders of such Funds.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF
ADMINISTRATIVE CLASS SHARES VOTE TO APPROVE THE DISTRIBUTION PLAN
OTHER MATTERS
Outstanding Shares and Shareholders
The number of shares of each class of each Fund issued and outstanding
on the Record Date was as follows:
33
<PAGE>
<TABLE>
<S> <C>
=========================================================================================================================
Name of Fund Number of Issued and Outstanding Shares
- -------------------------------------------------------------------------------------------------------------------------
NFJ Equity Income Fund
- -------------------------------------------------------------------------------------------------------------------------
NFJ Diversified Low P/E Fund
- -------------------------------------------------------------------------------------------------------------------------
NFJ Small Cap Value Fund
- -------------------------------------------------------------------------------------------------------------------------
Cadence Capital Appreciation Fund
- -------------------------------------------------------------------------------------------------------------------------
Cadence Mid Cap Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
Cadence Micro Cap Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
Cadence Small Cap Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
Columbus Circle Investors Core Equity Fund
- -------------------------------------------------------------------------------------------------------------------------
Columbus Circle Investors Mid Cap Equity Fund
- -------------------------------------------------------------------------------------------------------------------------
Parametric Enhanced Equity Fund
- -------------------------------------------------------------------------------------------------------------------------
Blairlogie Emerging Markets Fund
- -------------------------------------------------------------------------------------------------------------------------
Blairlogie International Active Fund
- -------------------------------------------------------------------------------------------------------------------------
Balanced Fund
=========================================================================================================================
</TABLE>
As of the close of business on the Record Date, the following persons
beneficially owned 5% or more of the outstanding shares of a Fund:
<TABLE>
<S> <C> <C> <C>
===============================================================================================================================
Name and Address of Number of Shares of Percent of
Fund and Class Beneficial Owner Beneficial Ownership Outstanding Shares
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
===============================================================================================================================
</TABLE>
* Entity owned 25% or more of the outstanding shares of beneficial
interest of the Fund, and therefore may be presumed to "control" the
Fund, as such term is defined in the 1940 Act.
** Shares are held only as nominee.
Shareholdings of Trustees, Nominees, Certain Trust Officers and
the Adviser
The year in which each Trustee was first elected as a Trustee and the
number of shares of the Trust held by each Trustee or Nominee as of __________,
1996 are shown below. The table also includes the holdings of shares of the
Chief Executive Officer, and the current and proposed officers of the Trust
(together with the Chief Executive Officer, the "Named Executive Officers") and
the Adviser. [No Trustee, Nominee or Named Executive Officer owns 1 % or more of
the shares of the Trust or 5 % or more of the shares of any Fund.] As a group,
the current Trustees, Nominees and Named Executive Officers own less than 1 %
34
<PAGE>
of the shares of the [list appropriate Funds], approximately 1 % of the [list
appropriate Funds], and greater than 1 % of the [list appropriate Funds].
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
====================================================================================================================================
Year First NFJ Cadence
Elected as Diversified NFJ Small Capital Cadence Mid Cadence Micro Cadence
Trustee of the NFJ Equity Low P/E Cap Value Appreciation Cap Growth Cap Growth Small Cap
Name Trust Income Fund Fund Fund Fund Fund Fund Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
William D. Cvengros 1990
- ------------------------------------------------------------------------------------------------------------------------------------
Richard L. Nelson 1990
- ------------------------------------------------------------------------------------------------------------------------------------
Lyman W. Porter 1990
- ------------------------------------------------------------------------------------------------------------------------------------
Alan Richards 1990
- ------------------------------------------------------------------------------------------------------------------------------------
E. Philip Cannon n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Donald P. Carter n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Gary A. Childress n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Gary L. Light n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Joel Segall n/a
- ------------------------------------------------------------------------------------------------------------------------------------
W. Bryant Stooks n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Gerald M. Thorne n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Robert A. Prindiville n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Stephen J. Treadway n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Newton B. Schott, Jr. n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Sharon A. Cheever n/a
- ------------------------------------------------------------------------------------------------------------------------------------
John O. Leasure n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Richard M. Weil n/a
- ------------------------------------------------------------------------------------------------------------------------------------
R. Wesley Burns n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Garlin G. Flynn n/a
- ------------------------------------------------------------------------------------------------------------------------------------
John P. Hardaway n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph D. Hattesohl n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Jeffrey M. Sargent n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Teresa A. Wagner n/a
- ------------------------------------------------------------------------------------------------------------------------------------
All Current Trustees n/a
and Officers as a
Group
- ------------------------------------------------------------------------------------------------------------------------------------
The Adviser n/a
====================================================================================================================================
</TABLE>
35
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
=================================================================================================================
Columbus Columbus
Circle Circle
Investors Investors Parametric Blairlogie Blairlogie
Core Equity Mid Cap Enhanced Emerging International Balanced
Name Fund Equity Fund Equity Fund Markets Active Fund Fund
- -----------------------------------------------------------------------------------------------------------------
William D. Cvengros
- -----------------------------------------------------------------------------------------------------------------
Richard L. Nelson
- -----------------------------------------------------------------------------------------------------------------
Lyman W. Porter
- -----------------------------------------------------------------------------------------------------------------
Alan Richards
- -----------------------------------------------------------------------------------------------------------------
E. Philip Cannon
- -----------------------------------------------------------------------------------------------------------------
Donald P. Carter
- -----------------------------------------------------------------------------------------------------------------
Gary A. Childress
- -----------------------------------------------------------------------------------------------------------------
Gary L. Light
- -----------------------------------------------------------------------------------------------------------------
Joel Segall
- -----------------------------------------------------------------------------------------------------------------
W. Bryant Stooks
- -----------------------------------------------------------------------------------------------------------------
Gerald M. Thorne
- -----------------------------------------------------------------------------------------------------------------
Robert A. Prindiville
- -----------------------------------------------------------------------------------------------------------------
Stephen J. Treadway
- -----------------------------------------------------------------------------------------------------------------
Newton B. Schott, Jr.
- -----------------------------------------------------------------------------------------------------------------
Sharon A. Cheever
- -----------------------------------------------------------------------------------------------------------------
John O. Leasure
- -----------------------------------------------------------------------------------------------------------------
Richard M. Weil
- -----------------------------------------------------------------------------------------------------------------
R. Wesley Burns
- -----------------------------------------------------------------------------------------------------------------
Garlin G. Flynn
- -----------------------------------------------------------------------------------------------------------------
John P. Hardaway
- -----------------------------------------------------------------------------------------------------------------
Joseph D. Hattesohl
- -----------------------------------------------------------------------------------------------------------------
Jeffrey M. Sargent
- -----------------------------------------------------------------------------------------------------------------
Teresa A. Wagner
- -----------------------------------------------------------------------------------------------------------------
All Current Trustees
and Officers as a
Group
- -----------------------------------------------------------------------------------------------------------------
The Adviser
=================================================================================================================
</TABLE>
The Adviser
[note: in completing above table, use footnotes to designate the
class of securities owned by each person above; i.e., 1 =
Administrative Class, 2= Institutional Class]
[insert details regarding transactions, if any, whereby any Trustee or Nominee
has purchased or sold any of Adviser's securities (but only if such
purchase/sale > 1 % of relevant class
36
<PAGE>
of securities) since the beginning of the most recently completed
FY; terms of payment, etc.]
Other Information about the Trust
The chart below sets forth the name, address, age, position with the Trust,
and principal occupation during the past five years of each current officer of
the Trust and each proposed officer of the Trust, effective upon the completion
of the restructuring (except for William D. Cvengros, the current Chairman of
the Board and President of the Trust, and proposed Chairman of the Board, whose
name, address and principal occupations during the past five years are listed in
Proposal I of this Proxy Statement. Unless otherwise indicated, the business
address of all persons listed below is 840 Newport Center Drive, Suite 360,
Newport Beach, California 92660:
<TABLE>
<S> <C> <C>
============================================================================================================================
Name, Address and Age * Position(s) with the Trust Principal Occupation(s) During the Past
[to be revised] Five Years
- ----------------------------------------------------------------------------------------------------------------------------
Stephen J. Treadway President and Chief Executive Office Executive Vice President, PIMCO
Age 49 (proposed) Advisors; Director and Chairman,
PIMCO Advisors Distribution Company
("PADCo"). Formerly, Executive Vice
President, Smith Barney Inc.
- ----------------------------------------------------------------------------------------------------------------------------
R. Wesley Burns Vice President (current); Executive Vice Executive Vice President, PIMCO.
Age [37] President (proposed) Formerly, Vice President, PIMCO.
- ----------------------------------------------------------------------------------------------------------------------------
Newton B. Schott, Jr. Vice President and Secretary (proposed) Senior Vice President - Legal and
Age 54 Secretary, PIMCO Advisors; Senior Vice
President and Secretary, PADCo.
Formerly, Executive Vice President,
Secretary and General Counsel, TAG
and PIMCO Advisors; Executive Vice
President, Secretary, General
Counsel and Director, Thomson McKinnon
Inc.
- ----------------------------------------------------------------------------------------------------------------------------
Sharon A. Cheever Vice President and General Counsel Vice President and Investment Counsel,
700 Newport Center Drive (current) Pacific Mutual. Formerly, Assistant
Newport Beach, CA 92660 Vice President and Associate Counsel,
Age [41] Pacific Mutual.
- ----------------------------------------------------------------------------------------------------------------------------
Garlin G. Flynn Secretary (current); Assistant Secretary Senior Fund Administrator, PIMCO.
Age [50] (proposed) Formerly, Senior Mutual Fund Analyst,
PIMCO Advisors Institutional Services;
Senior Mutual Fund Analyst, PFAMCo.
- ----------------------------------------------------------------------------------------------------------------------------
John P. Hardaway Treasurer (current and proposed) Vice President and Manager of Fund
Age 39 Operations, PIMCO.
- ----------------------------------------------------------------------------------------------------------------------------
Joseph D. Hattesohl Assistant Treasurer (current and Manager of Fund Taxation, PIMCO.
Age 32 proposed) Formerly, Director of Financial
Reporting, Carl I. Brown & Co.; Tax
Manager, Price Waterhouse L.L.P.
- ----------------------------------------------------------------------------------------------------------------------------
Jeffrey M. Sargent Vice President (current and proposed) Vice President and Manager of Fund
Age [33] Shareholder Servicing, PIMCO.
Formerly, Project Specialist, PIMCO.
</TABLE>
37
<PAGE>
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Teresa A. Wagner Vice President (current and proposed) Vice President and Manager of Fund
Age [34] Administration, PIMCO. Formerly, Vice
President, PIMCO Advisors Institutional
Services; Finance Director, PFAMCo.
- ----------------------------------------------------------------------------------------------------------------------------
John O. Leasure Vice President (proposed) Senior Vice President, PIMCO Advisors;
Age 56 President and Director, PADCo.
Formerly, Executive Vice President,
PIMCO Advisors.
- ----------------------------------------------------------------------------------------------------------------------------
Richard M. Weil Vice President (current and proposed) Senior Vice President - Legal, PIMCO
Age [ 33 ] Advisors. Formerly, Vice President,
Bankers Trust Company; Associate,
Simpson, Thatcher & Bartlett.
============================================================================================================================
</TABLE>
* The Officers of the Trust whose title is designated above as "current"
serve the Trust in the capacity noted above, and [with the exception of
__________] will continue to serve in such capacity until the
completion of the transactions contemplated by the restructuring. The
Officers of the Trust whose title is designated above as "proposed"
will serve the Trust in the capacity noted above effective upon the
completion of such transactions.
Other Service Providers
Pacific Investment Management Company ("PIMCO") serves as administrator to
each Fund of the Trust pursuant to an Administration Agreement dated August 16,
1995. After the completion of the restructuring, PIMCO Advisors will serve as
administrator to each Fund of the Trust. PIMCO is located at 840 Newport Center
Drive, Newport Beach, California 92660. As noted above, PIMCO Advisors
Distribution Company, 2187 Atlantic Street, Stamford, Connecticut 06902, serves
as distributor to the Funds.
Representatives of the Trust's independent auditors for the current and
most recently completed year, Price Waterhouse LLP, are expected to be present
at the Meeting, and will have the opportunity to make a statement if they desire
to do so, and to respond to appropriate questions.
Proposals for Future Shareholder Meetings
The Trust does not intend to hold shareholder meetings each year, but
meetings may be called by the Trustees from time to time. Proposals of
shareholders that are intended to be presented at a future shareholder meeting
must be received by the Trust a reasonable time prior to the Trust's
solicitation of proxies relating to such meeting.
38
<PAGE>
YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY.
__________, 1996
68747.29
39
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is made as
of November __, 1996 in ______, ________, by and between PIMCO Advisors Funds, a
Massachusetts business trust (the "PAF Trust"), on behalf of its _________ Fund
series (the "Acquired Fund"), and PIMCO Funds: Equity Advisors Series, a
Massachusetts business trust (the "PFEAS Trust"), on behalf of its ____________
Fund series (the "Acquiring Fund").
PLAN OF REORGANIZATION
(a) The Acquired Fund will sell, assign, convey, transfer and deliver
to the Acquiring Fund on the Exchange Date (as defined in Section 6) all of its
properties and assets. In consideration therefor, the Acquiring Fund shall, on
the Exchange Date, assume all of the liabilities of the Acquired Fund existing
at the Valuation Time and deliver to the Acquired Fund (i) a number of full and
fractional Class A shares of beneficial interest of the Acquiring Fund (the
"Class A Merger Shares") having an aggregate net asset value equal to the value
of the assets of the Acquired Fund attributable to Class A shares of the
Acquired Fund transferred to the Acquiring Fund on such date less the value of
the liabilities of the Acquired Fund attributable to Class A shares of the
Acquired Fund assumed by the Acquiring Fund on that date, (ii) a number of full
and fractional Class B shares of beneficial interest of the Acquiring Fund (the
"Class B Merger Shares") having an aggregate net asset value equal to the value
of the assets of the Acquired Fund attributable to Class B shares of the
Acquired Fund transferred to the Acquiring Fund on such date less the value of
the liabilities of the Acquired Fund attributable to Class B shares of the
Acquired Fund assumed by the Acquiring Fund on that date, and (iii) a number of
full and fractional Class C shares of beneficial interest of the Acquiring Fund
(the "Class C Merger Shares") having an aggregate net asset value equal to the
value of the assets of the Acquired Fund attributable to Class C shares of the
Acquired Fund transferred to the Acquiring Fund on such date less the value of
the liabilities of the Acquired Fund attributable to Class C shares of the
Acquired Fund assumed by the Acquiring Fund on that date. (The Class A Merger
Shares, the Class B Merger Shares and the Class C Merger Shares shall be
referred to collectively as the "Merger Shares.") It is intended that the
reorganization described in this Plan shall be a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the
"Code").
(b) Upon consummation of the transactions described in paragraph (a) of
this Plan of Reorganization, the Acquired Fund shall distribute in complete
liquidation to its Class A, Class B and Class C shareholders of record as of the
Exchange Date Class A, Class B and Class C Merger Shares, each shareholder being
entitled to receive that proportion of such Class A, Class B and Class C Merger
Shares which the number of Class A, Class B or Class C shares of beneficial
interest of the Acquired Fund held by such shareholder bears to the number of
Class A, Class B and Class C shares of the Acquired Fund outstanding on such
date. Certificates representing the
WASH.1
<PAGE>
Merger Shares will not be issued. All issued and outstanding shares of the
Acquired Fund will simultaneously be cancelled on the books of the Acquired
Fund.
(c) As promptly as practicable after the liquidation of the Acquired
Fund as aforesaid, the Acquired Fund shall be dissolved pursuant to the
provisions of the Declaration of Trust of the PAF Trust, as amended, and
applicable law, and its legal existence terminated. Any reporting responsibility
of the Acquired Fund is and shall remain the responsibility of the Acquired Fund
up to and including the Exchange Date and, if applicable, such later date on
which the Acquired Fund is liquidated.
AGREEMENT
The Acquiring Fund and the Acquired Fund agree as follows:
1. Representations, Warranties and Agreements of the Acquiring
Fund. The Acquiring Fund represents and warrants to and agrees
with the Acquired Fund that:
a. The Acquiring Fund is a series of shares of the PFEAS Trust, a
Massachusetts business trust duly established and validly
existing under the laws of The Commonwealth of Massachusetts,
and has power to own all of its properties and assets and to
carry out its obligations under this Agreement. The PFEAS
Trust is qualified as a foreign association in every
jurisdiction where required, except to the extent that failure
to so qualify would not have a material adverse effect on the
PFEAS Trust. Each of the PFEAS Trust and the Acquiring Fund
has all necessary federal, state and local authorizations to
carry on its business as now being conducted and to carry out
this Agreement.
b. The PFEAS Trust is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end
management investment company, and such registration has not
been revoked or rescinded and is in full force and effect.
c. A statement of assets and liabilities, statements of
operations, statements of changes in net assets and a schedule
of investments (indicating their market values) of the
Acquiring Fund as of and for the year ended June 30, 1996 have
been furnished to the Acquired Fund. Such statement of assets
and liabilities and schedule fairly present the financial
position of the Acquiring Fund as of their date and said
statements of operations and changes in net assets fairly
reflect the results of its operations and changes in net
assets for the periods covered thereby in conformity with
generally accepted accounting principles.
d. The prospectus and statement of additional information of the
PFEAS Trust, each dated September 15, 1996 (collectively, the
"PFEAS Prospectus"), previously
-2-
WASH.1
<PAGE>
furnished to the Acquired Fund, did not as of such date and
does not contain, with respect to the PFEAS Trust or the
Acquiring Fund, any untrue statements of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
e. There are no material legal, administrative or other
proceedings pending or, to the knowledge of the PFEAS Trust or
the Acquiring Fund, threatened against the PFEAS Trust or the
Acquiring Fund, which assert liability on the part of the
PFEAS Trust or the Acquiring Fund. The Acquiring Fund knows of
no facts which might form the basis for the institution of
such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein
contemplated.
f. The Acquiring Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown as
belonging to it on its statement of assets and liabilities as
of June 30, 1996 and those incurred in the ordinary course of
business as an investment company since June 30, 1996. Prior
to the Exchange Date, the Acquiring Fund will endeavor to
quantify and to reflect on its balance sheet all of its
material known liabilities and will advise the Acquired Fund
of all material liabilities, contingent or otherwise, incurred
by it subsequent to June 30, 1996, whether or not incurred in
the ordinary course of business.
g. As of the Exchange Date, the Acquiring Fund will have filed
all federal and other tax returns and reports which, to the
knowledge of the PFEAS Trust's officers, are required to be
filed by the Acquiring Fund and has paid or will pay all
federal and other taxes shown to be due on said returns or on
any assessments received by the Acquiring Fund. All tax
liabilities of the Acquiring Fund have been adequately
provided for on its books, and no tax deficiency or liability
of the Acquiring Fund has been asserted, and no question with
respect thereto has been raised or is under audit, by the
Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid.
h. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquiring Fund of the transactions contemplated by this
Agreement, except such as may be required under the Securities
Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the 1940
Act and state securities or blue sky laws (which term as used
herein shall include the laws of the District of Columbia and
of Puerto Rico).
i. The registration statement (the "Registration Statement")
filed with the Securities and Exchange Commission (the
"Commission") by the PFEAS Trust on Form N-
-3-
WASH.1
<PAGE>
14 on behalf of the Acquiring Fund and relating to the Merger
Shares issuable hereunder, and the proxy statement of the
Acquired Fund relating to the meeting of the Acquired Fund's
shareholders referred to in Section 7(a) herein (together with
the documents incorporated therein by reference, the "Acquired
Fund Proxy Statement"), on [the effective date of the
Registration Statement] (i) will comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and
the 1940 Act and the rules and regulations thereunder and (ii)
will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
at the time of the shareholders meeting referred to in Section
7(a) and on the Exchange Date, the prospectus which is
contained in the Registration Statement, as amended or
supplemented by any amendments or supplements filed with the
Commission by the PFEAS Trust and the Acquired Fund Proxy
Statement will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that none of the
representations and warranties in this subsection shall apply
to statements in or omissions from the Registration Statement
or the Acquired Fund Proxy Statement made in reliance upon and
in conformity with information furnished by the Acquired Fund
for use in the Registration Statement or the Acquired Fund
Proxy Statement.
j. There are no material contracts outstanding to which the
Acquiring Fund is a party, other than as will be disclosed in
the Registration Statement, the PFEAS Prospectus or the
Acquired Fund Proxy Statement.
k. To the best of its knowledge, all of the issued and
outstanding shares of beneficial interest of the Acquiring
Fund have been offered for sale and sold in conformity with
all applicable federal and state securities laws (including
any applicable exemptions therefrom), or the Acquiring Fund
has taken any action necessary to remedy any prior failure to
have offered for sale and sold such shares in conformity with
such laws.
l. The Acquiring Fund qualifies and will at all times through the
Exchange Date qualify for taxation as a "regulated investment
company" under Sections 851 and 852 of the Code.
m. The issuance of the Merger Shares pursuant to this Agreement
will be in compliance with all applicable federal and state
securities laws.
n. The Merger Shares to be issued to the Acquired Fund have been
duly authorized and, when issued and delivered pursuant to
this Agreement, will be legally and validly issued and will be
fully paid and nonassessable by the Acquiring Fund, and
-4-
WASH.1
<PAGE>
no shareholder of the Acquiring Fund will have any preemptive
right of subscription or purchase in respect thereof.
o. All issued and outstanding shares of the Acquiring Fund are,
and at the Exchange Date will be, duly and validly issued and
outstanding, fully paid and non-assessable by the Acquiring
Fund. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase
any of the Acquiring Fund shares, nor is there outstanding any
security convertible into any of the Acquiring Fund shares.
2. Representations, Warranties and Agreements of the Acquired
Fund. The Acquired Fund represents and warrants to and agrees
with the Acquiring Fund that:
a. The Acquired Fund is a series of shares of the PAF Trust, a
Massachusetts business trust duly established and validly
existing under the laws of The Commonwealth of Massachusetts,
and has power to own all of its properties and assets and to
carry out this Agreement. The PAF Trust is qualified as a
foreign association in every jurisdiction where required,
except to the extent that failure to so qualify would not have
a material adverse effect on the PAF Trust. Each of the PAF
Trust and the Acquired Fund has all necessary federal, state
and local authorizations to own all of its properties and
assets and to carry on its business as now being conducted and
to carry out this Agreement.
b. The PAF Trust is registered under the 1940 Act as an open-end
management investment company, and such registration has not
been revoked or rescinded and is in full force and effect.
c. A statement of assets and liabilities, statements of
operations, statements of changes in net assets and a schedule
of investments (indicating their market values) of the
Acquired Fund as of and for the fiscal year ended September
30, 1996 have been furnished to the Acquiring Fund. Such
statement of assets and liabilities and schedule fairly
present the financial position of the Acquired Fund as of
their date and said statements of operations and changes in
net assets fairly reflect the results of its operations and
changes in net assets for the periods covered thereby in
conformity with generally accepted accounting principles.
d. The prospectus and statement of additional information of the
PAF Trust dated February 1, 1996 and July 12, 1996,
respectively (collectively, the "PAF Prospectus"), which has
been previously furnished to the Acquiring Fund, did not
contain as of such dates and does not contain, with respect to
the PAF Trust and the Acquired Fund, any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.
-5-
WASH.1
<PAGE>
e. There are no material legal, administrative or other
proceedings pending or, to the knowledge of the PAF Trust or
the Acquired Fund, threatened against the PAF Trust or the
Acquired Fund, which assert liability on the part of the PAF
Trust or the Acquired Fund. The Acquired Fund knows of no
facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or
its ability to consummate the transactions herein
contemplated.
f. There are no material contracts outstanding to which the
Acquired Fund is a party, other than as will be disclosed in
the Registration Statement, the PAF Prospectus or the Acquired
Fund Proxy Statement.
g. The Acquired Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown on the
Acquired Fund's statement of assets and liabilities as of
September 30, 1996 referred to above and those incurred in the
ordinary course of its business as an investment company since
such date. Prior to the Exchange Date, the Acquired Fund will
endeavor to quantify and to reflect on its balance sheet all
of its material known liabilities and will advise the
Acquiring Fund of all material liabilities, contingent or
otherwise, incurred by it subsequent to September 30, 1996,
whether or not incurred in the ordinary course of business.
h. As of the Exchange Date, the Acquired Fund will have filed all
federal and other tax returns and reports which, to the
knowledge of the PAF Trust's officers, are required to be
filed by the Acquired Fund and has paid or will pay all
federal and other taxes shown to be due on said returns or on
any assessments received by the Acquired Fund. All tax
liabilities of the Acquired Fund have been adequately provided
for on its books, and no tax deficiency or liability of the
Acquired Fund has been asserted, and no question with respect
thereto has been raised or is under audit, by the Internal
Revenue Service or by any state or local tax authority for
taxes in excess of those already paid.
i. At both the Valuation Time (as defined in Section 3(c)) and
the Exchange Date, the PAF Trust, on behalf of the Acquired
Fund, will have full right, power and authority to sell,
assign, transfer and deliver the Investments and any other
assets and liabilities of the Acquired Fund to be transferred
to the Acquiring Fund pursuant to this Agreement. At the
Exchange Date, subject only to the delivery of the Investments
and any such other assets and liabilities as contemplated by
this Agreement, the Acquiring Fund will acquire the
Investments and any such other assets and liabilities subject
to no encumbrances, liens or security interests whatsoever and
without any restrictions upon the transfer thereof. As used in
this Agreement, the term "Investments" shall mean the Acquired
Fund's investments
-6-
WASH.1
<PAGE>
shown on the schedule of its investments as of September 30,
1996 referred to in Section 2(c) hereof, as supplemented with
such changes in the portfolio as the Acquired Fund shall make,
and changes resulting from stock dividends, stock split-ups,
mergers and similar corporate actions through the Exchange
Date.
j. No registration under the 1933 Act of any of the Investments
would be required if they were, as of the time of such
transfer, the subject of a public distribution by either of
the Acquiring Fund or the Acquired Fund, except as previously
disclosed to the Acquiring Fund by the Acquired Fund.
k. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquired Fund of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
1934 Act, the 1940 Act or state securities or blue sky laws.
l. The Registration Statement and the Acquired Fund Proxy
Statement, on the effective date of the Registration
Statement, (i) will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations thereunder and (ii) will not contain
any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and at the time of
the shareholders meetings referred to in Sections 7(a) and
7(c) and on the Exchange Date, the Acquired Fund Proxy
Statement and the Registration Statement will not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however,
that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the
Registration Statement, the Acquired Fund Proxy Statement or
the Acquiring Fund Proxy Statement made in reliance upon and
in conformity with information furnished by the Acquiring Fund
for use in the Registration Statement, the Acquired Fund Proxy
Statement or the Acquiring Fund Proxy Statement.
m. The Acquired Fund qualifies and will at all times through the
Exchange Date qualify for taxation as a "regulated investment
company" under Section 851 and 852 of the Code.
n. At the Exchange Date, the Acquired Fund will have sold such of
its assets, if any, as are necessary to assure that, after
giving effect to the acquisition of the assets of the Acquired
Fund pursuant to this Agreement, the Acquiring Fund will
remain a "diversified company" within the meaning of Section
5(b)(1) of the 1940 Act and in compliance with such other
mandatory investment restrictions as are set forth in the
PFEAS Prospectus, as amended through the Exchange Date.
-7-
WASH.1
<PAGE>
o. To the best of its knowledge, all of the issued and
outstanding shares of beneficial interest of the Acquired Fund
shall have been offered for sale and sold in conformity with
all applicable federal and state securities laws (including
any applicable exemptions therefrom), or the Acquired Fund has
taken any action necessary to remedy any prior failure to have
offered for sale and sold such shares in conformity with such
laws.
p. All issued and outstanding shares of the Acquired Fund are,
and at the Exchange Date will be, duly and validly issued and
outstanding, fully paid and non-assessable by the Acquired
Fund. The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of
the Acquired Fund shares, nor is there outstanding any
security convertible into any of the Acquired Fund shares,
except that Class B shares of the Acquired Fund are
convertible into Class A shares of the Acquired Fund in the
manner and on the terms described in the PAF Prospectus.
3. Reorganization.
a. Subject to the requisite approval of the shareholders of the
Acquired Fund and the shareholders of the Acquiring Fund and
to the other terms and conditions contained herein (including
the Acquired Fund's obligation to distribute to its
shareholders all of its investment company taxable income and
net capital gain as described in Section 8(m) hereof), the
Acquired Fund agrees to sell, assign, convey, transfer and
deliver to the Acquiring Fund, and the Acquiring Fund agrees
to acquire from the Acquired Fund, on the Exchange Date all of
the Investments and all of the cash and other properties and
assets of the Acquired Fund, whether accrued or contingent
(including cash received by the Acquired Fund upon the
liquidation of the Acquired Fund of any investments purchased
by the Acquired Fund after September 30, 1996 and designated
by the Acquiring Fund as being unsuitable for it to acquire),
in exchange for that number of shares of beneficial interest
of the Acquiring Fund provided for in Section 4 and the
assumption by the Acquiring Fund of all of the liabilities of
the Acquired Fund, whether accrued or contingent, existing at
the Valuation Time except for the Acquired Fund's liabilities,
if any, arising in connection with this Agreement. Pursuant to
this Agreement, the Acquired Fund will, as soon as practicable
after the Exchange Date, distribute all of the Merger Shares
received by it to the shareholders of the Acquired Fund in
exchange for their Class A, Class B and Class C shares of the
Acquired Fund.
b. The Acquired Fund will pay or cause to be paid to the
Acquiring Fund any interest, cash or such dividends, rights
and other payments received by it on or after the Exchange
Date with respect to the Investments and other properties and
assets of the Acquired Fund, whether accrued or contingent,
received by it on or after the
-8-
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<PAGE>
Exchange Date. Any such distribution shall be deemed included
in the assets transferred to the Acquiring Fund at the
Exchange Date and shall not be separately valued unless the
securities in respect of which such distribution is made shall
have gone "ex" such distribution prior to the Valuation Time,
in which case any such distribution which remains unpaid at
the Exchange Date shall be included in the determination of
the value of the assets of the Acquired Fund acquired by the
Acquiring Fund.
c. The Valuation Time shall be 4:00 p.m. Eastern time on [the
Exchange Date] or such earlier or later day as may be mutually
agreed upon in writing by the parties hereto (the "Valuation
Time").
4. Exchange Date: Valuation Time. On the Exchange Date, the
Acquiring Fund will deliver to the Acquired Fund (i) a number
of full and fractional Class A Merger Shares having an
aggregate net asset value equal to the value of the assets of
the Acquired Fund attributable to Class A shares of the
Acquired Fund transferred to the Acquiring Fund on such date
less the value of the liabilities of the Acquired Fund
attributable to Class A shares of the Acquired Fund assumed by
the Acquiring Fund on that date, (ii) a number of full and
fractional Class B Merger Shares having an aggregate net asset
value equal to the value of the assets of the Acquired Fund
attributable to Class B shares of the Acquired Fund
transferred to the Acquiring Fund on such date less the value
of the liabilities of the Acquired Fund attributable to Class
B shares of the Acquired Fund assumed by the Acquiring Fund on
that date, and (iii) a number of full and fractional Class C
Merger Shares having an aggregate net asset value equal to the
value of the assets of the Acquired Fund attributable to Class
C shares of the Acquired Fund transferred to the Acquiring
Fund on such date less the value of the liabilities of the
Acquired Fund attributable to Class C shares of the Acquired
Fund assumed by the Acquiring Fund on that date, determined as
hereinafter provided in this Section 4.
a. The net asset value of the Merger Shares to be delivered to
the Acquired Fund, the value of the assets attributable to the
Class A, Class B and Class C shares of the Acquired Fund, and
the value of the liabilities attributable to the Class A,
Class B and Class C shares of the Acquired Fund to be assumed
by the Acquiring Fund, shall in each case be determined as of
the Valuation Time.
b. The net asset value of the Class A, Class B and Class C Merger
Shares shall be computed in the manner set forth in the PFEAS
Prospectus. The value of the assets and liabilities of the
Class A, Class B and Class C shares of the Acquired Fund shall
be determined by the Acquiring Fund, in cooperation with the
Acquired Fund, pursuant to procedures which the Acquiring Fund
would use in determining the fair market value of the
Acquiring Fund's assets and liabilities.
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<PAGE>
c. No adjustment shall be made in the net asset value of either
the Acquired Fund or the Acquiring Fund to take into account
differences in realized and unrealized gains and losses.
d. The Acquiring Fund shall issue the Merger Shares to the
Acquired Fund in three certificates registered in the name of
the Acquired Fund, one representing Class A Merger Shares, one
representing Class B Merger Shares and one representing Class
C Merger Shares. The Acquired Fund shall distribute the Class
A Merger Shares to the Class A shareholders of the Acquired
Fund by redelivering such certificate to the Acquiring Fund's
transfer agent, which will as soon as practicable set up open
accounts for each Class A Acquired Fund shareholder in
accordance with written instructions furnished by the Acquired
Fund. The Acquired Fund shall distribute the Class B Merger
Shares to the Class B shareholders of the Acquired Fund by
redelivering such certificate to the Acquiring Fund's transfer
agent, which will as soon as practicable set up open accounts
for each Class B Acquired Fund shareholder in accordance with
written instructions furnished by the Acquired Fund. The
Acquired Fund shall distribute the Class C Merger shares to
the Class C shareholders of the Acquired Fund by redelivering
such certificate to the Acquiring Fund's transfer agent, which
will as soon as practicable set up open accounts for each
Class C Acquired Fund shareholder in accordance with written
instructions furnished by the Acquired Fund. With respect to
any Acquired Fund shareholder holding share certificates as of
the Exchange Date, such certificates will from and after the
Exchange Date be deemed to be certificates for the Merger
Shares issued to each shareholder in respect of the Acquired
Fund shares represented by such certificates; certificates
representing the Merger Shares will not be issued to Acquired
Fund shareholders.
e. The Acquiring Fund shall assume all liabilities of the
Acquired Fund, whether accrued or contingent, in connection
with the acquisition of assets and subsequent dissolution of
the Acquired Fund or otherwise, except for the Acquired Fund's
liabilities, if any, pursuant to this Agreement.
5. Expenses, Fees, etc.
a. The parties hereto understand and agree that the transactions
contemplated by this Agreement are being undertaken
contemporaneously with a general restructuring and
consolidation of certain of the registered investment
companies advised by PIMCO Advisors L.P. and its affiliates;
and that in connection therewith the costs of all such
transactions are being preliminarily allocated on a basis
approved, inter alia, by the Trustees of both the PAF Trust
and the PFEAS Trust. The Acquired Fund and the Acquiring Fund
agree to pay the expenses preliminarily allocated to them but
not, however, in an amount exceeding the Relevant Expense
Caps. PIMCO Advisors L.P., by countersigning this Agreement,
agrees that PIMCO
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<PAGE>
Advisors L.P. will bear any and all expenses preliminarily
allocated to the Acquired Fund and the Acquiring Fund to the
extent that they would otherwise exceed the Relevant Expense
Caps. For these purposes, the "Relevant Expense Caps" shall be
$20,000 for the Acquiring Fund and [$70,496 - Value Fund]
[$46,355 - Discovery Fund] for the Acquired Fund; provided,
however, that the Relevant Expense Caps for the Acquired Funds
will be reduced, pursuant to the conditions of the Trustee
approval referred to above, to the extent that expenses of the
general restructuring and consolidation preliminarily
allocated to all the PAF Trust's funds would otherwise exceed
$500,000. Notwithstanding any of the foregoing, expenses will
in any event be paid by the party directly incurring such
expenses if and to the extent that the payment by the other
party of such expenses would result in the disqualification of
such party as a "regulated investment company" within the
meaning of Section 851 of the Code.
b. In the event the transactions contemplated by this Agreement
are not consummated by reason of the Acquiring Fund's being
either unwilling or unable to go forward other than by reason
of the nonfulfillment or failure of any condition to the
Acquiring Fund's obligations referred to in Section 7(a) or
Section 8, the Acquiring Fund shall pay directly all
reasonable fees and expenses incurred by the Acquired Fund in
connection with such transactions, including, without
limitation, legal, accounting and filing fees.
c. In the event the transactions contemplated by this Agreement
are not consummated by reason of the Acquired Fund's being
either unwilling or unable to go forward other than by reason
of the nonfulfillment or failure of any condition to the
Acquired Fund's obligations referred to in Section 7(a) or
Section 9, the Acquired Fund shall pay directly all reasonable
fees and expenses incurred by the Acquiring Fund in connection
with such transactions, including, without limitation, legal,
accounting and filings fees.
d. In the event the transactions contemplated by this Agreement
are not consummated for any reason other than (i) the
Acquiring Fund's or the Acquired Fund's being either unwilling
or unable to go forward or (ii) the nonfulfillment or failure
of any condition to the Acquiring Fund's or the Acquired
Fund's obligations referred to in Section 7(a), Section 8 or
Section 9 of this Agreement, then each of the Acquiring Fund
and the Acquired Fund shall bear all of its own expenses
incurred in connection with such transactions.
e. Notwithstanding any other provisions of this Agreement, if for
any reason the transactions contemplated by this Agreement are
not consummated, no party shall be liable to the other party
for any damages resulting therefrom, including, without
limitation, consequential damages, except as specifically set
forth above.
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<PAGE>
6. Exchange Date. Delivery of the assets of the Acquired Fund to
be transferred, assumption of the liabilities of the Acquired
Fund to be assumed, and the delivery of the Merger Shares to
be issued shall be made at [place] at [time] as of January __,
1997, or at such other time and date agreed to by the
Acquiring Fund and the Acquired Fund, the date and time upon
which such delivery is to take place being referred to herein
as the "Exchange Date."
7. Meetings of Shareholders; Dissolution.
a. The PAF Trust, on behalf of the Acquired Fund, agrees to call
a meeting of the Acquired Fund's shareholders as soon as is
practicable after the effective date of the Registration
Statement for the purpose of considering the sale of all of
its assets to and the assumption of all of its liabilities by
the Acquiring Fund as herein provided, adopting this
Agreement, and authorizing the liquidation and dissolution of
the Acquired Fund.
b. The Acquired Fund agrees that the liquidation and dissolution
of the Acquired Fund will be effected in the manner provided
in the PAF Trust's Declaration of Trust in accordance with
applicable law and that on and after the Exchange Date, the
Acquired Fund shall not conduct any business except in
connection with its liquidation and dissolution.
c. The PFEAS Trust, on behalf of the Acquiring Fund, agrees to
call a meeting of the Acquiring Fund's shareholders as soon as
is practicable after the effective date of the Registration
Statement for the purpose of considering the acquisition of
all of the Acquired Fund's assets in exchange for the
assumption by the Acquiring Fund of all of the Acquired Fund's
liabilities and the issuance to the Acquired Fund of the
Merger Shares as herein provided, and adopting this Agreement.
d. The Acquiring Fund has, after the preparation and delivery to
the Acquiring Fund by the Acquired Fund of a preliminary
version of the Acquired Fund Proxy Statement which was
satisfactory to the Acquiring Fund and to Dechert Price &
Rhoads for inclusion in the Registration Statement, filed the
Registration Statement with the Commission, and, after the
preparation and delivery to the Acquired Fund by the Acquiring
Fund of a preliminary version of the Acquiring Fund Proxy
Statement which was satisfactory to the Acquired Fund and to
Ropes & Gray, filed the Acquiring Fund Proxy Statement and
related materials with the Commission in preliminary form.
Each of the Acquired Fund and the Acquiring Fund will
cooperate with the other, and each will furnish to the other
the information relating to itself required by the 1933 Act,
the 1934 Act and the 1940 Act and the rules and regulations
thereunder to be set forth in the Registration Statement and
the Acquiring Fund Proxy Statement.
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<PAGE>
8. Conditions to the Acquiring Fund's Obligations. The
obligations of the Acquiring Fund hereunder shall be subject
to the following conditions:
a. That this Agreement shall have been adopted and the
transactions contemplated hereby shall have been approved by
the requisite votes of (i) the holders of the outstanding
shares of beneficial interest of the Acquired Fund entitled to
vote and (ii) the holders of the outstanding shares of
beneficial interest of the Acquiring Fund entitled to vote;
and that shareholders of the PFEAS Trust shall have approved
all of the matters submitted to them at the meeting referred
to in Section 7(c) hereof.
b. That the Acquired Fund shall have furnished to the Acquiring
Fund a statement of the Acquired Fund's assets and
liabilities, with values determined as provided in Section 4
of this Agreement, together with a list of Investments with
their respective tax costs, all as of the Valuation Time,
certified on the Acquired Fund's behalf by the PAF Trust's
President (or any Vice President) and Treasurer, and a
certificate of both such officers, dated the Exchange Date,
that there has been no material adverse change in the
financial position of the Acquired Fund since September 30,
1996 other than changes in the Investments and other assets
and properties since that date or changes in the market value
of the Investments and other assets of the Acquired Fund, or
changes due to dividends paid or losses from operations.
c. That the Acquired Fund shall have furnished to the Acquiring
Fund a statement, dated the Exchange Date, signed by the PAF
Trust's President (or any Vice President) and Treasurer
certifying that as of the Valuation Time and as of the
Exchange Date all representations and warranties as of the
Acquired Fund made in this Agreement are true and correct in
all material respects as if made at and as of such dates and
the Acquired Fund has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates.
d. That the Acquired Fund shall have delivered to the Acquiring
Fund a letter from Price Waterhouse LLP dated the Exchange
Date stating that such firm has employed certain procedures
whereby it has obtained schedules of the tax provisions and
qualifying tests for regulated investment companies as
prepared for the fiscal year ended September 30, 1996 and the
period October 1, 1996 to the Exchange Date (the latter period
being based on unaudited data) and that, in the course of such
procedures, nothing came to their attention which caused them
to believe that the Acquired Fund (i) would not qualify as a
regulated investment company for federal, state, or local
income tax purposes or (ii) would owe any federal, state or
local income tax or excise tax, for the tax year ended
September 30, 1996, and for the period from October 1, 1996 to
the Exchange Date.
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<PAGE>
e. That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
f. That the Acquiring Fund shall have received an opinion of
Ropes & Gray, in form satisfactory to Dechert Price & Rhoads,
counsel to the Acquiring Fund, and dated the Exchange Date, to
the effect that (i) the PAF Trust is a Massachusetts business
trust duly formed and is validly existing under the laws of
The Commonwealth of Massachusetts and has the power to own all
its properties and to carry on its business as presently
conducted; (ii) this Agreement has been duly authorized,
executed and delivered by the PAF Trust on behalf of the
Acquired Fund and, assuming that the Registration Statement,
the PFEAS Prospectus, the Acquired Fund Proxy Statement and
the Acquiring Fund Proxy Statement comply with the 1933 Act,
the 1934 Act and the 1940 Act and assuming due authorization,
execution and delivery of this Agreement by the PFEAS Trust on
behalf of the Acquiring Fund, is a valid and binding
obligation of the PAF Trust and the Acquired Fund; (iii) the
PAF Trust, on behalf of the Acquired Fund, has power to sell,
assign, convey, transfer and deliver the assets contemplated
hereby and, upon consummation of the transactions contemplated
hereby in accordance with the terms of this Agreement, the
Acquired Fund will have duly sold, assigned, conveyed,
transferred and delivered such assets to the Acquiring Fund;
(iv) the execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will
not, violate the PAF Trust's Declaration of Trust or By-Laws
or any provision of any agreement known to such counsel to
which the PAF Trust or the Acquired Fund is a party or by
which it is bound, it being understood that with respect to
investment restrictions as contained in the PAF Trust's
Declaration of Trust, By-Laws or then-current prospectus or
statement of additional information, such counsel may rely
upon a certificate of an officer of the PAF Trust whose
responsibility it is to advise the PAF Trust and the Acquired
Fund with respect to such matters; and (v) no consent,
approval, authorization or order of any court or governmental
authority is required for the consummation by the PAF Trust on
behalf of the Acquired Fund of the transactions contemplated
hereby, except such as have been obtained under the 1933 Act,
the 1934 Act and the 1940 Act and such as may be required
under state securities or blue sky laws. In addition, such
counsel shall also state that they have participated in
conferences with officers and other representatives of the
Acquired Fund at which the contents of the Acquired Fund Proxy
Statement and related matters were discussed, and, although
they are not passing upon and do not assume any responsibility
for the accuracy, completeness or fairness of the statements
contained in the Acquired Fund Proxy Statement, on the basis
of the foregoing (relying as to materiality to a large extent
upon the opinions of officers and other representatives of the
Acquired Fund), no facts have come to their attention that
lead them to believe that the portions of the Acquired Fund
Proxy
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<PAGE>
Statement relevant to the transfer of assets contemplated by
this Agreement as of its date, as of the date of the Acquired
Fund shareholders' meeting, or as of the Exchange Date,
contained an untrue statement of a material fact regarding the
Acquired Fund or omitted to state a material fact required to
be stated therein or necessary to make the statements therein
regarding the Acquired Fund, in light of the circumstances
under which they were made, not misleading. Such opinion may
state that such counsel does not express any opinion or belief
as to the financial statements or other financial data, or as
to the information relating to the Acquiring Fund, contained
in the Acquired Fund Proxy Statement or the Registration
Statement, and that such opinion is solely for the benefit of
the Acquiring Fund, its Trustees and its officers.
g. That the Acquiring Fund shall have received an opinion of
Ropes & Gray, in form satisfactory to Dechert Price & Rhoads,
with respect to the matters specified in Section 9(g) of this
Agreement, and such other matters as the Acquiring Fund may
reasonably deem necessary or desirable.
h. That the Acquiring Fund shall have received an opinion of
Ropes & Gray, dated the Exchange Date, satisfactory to Dechert
Price & Rhoads (which opinion would be based upon certain
factual representations and subject to certain
qualifications), to the effect that, on the basis of the
existing provisions of the Code, current administrative rules,
and court decisions, for federal income tax purposes (i) no
gain or loss will be recognized by the Acquiring Fund upon
receipt of the Investments transferred to the Acquiring Fund
pursuant to this Agreement in exchange for the Merger Shares;
(ii) the basis to the Acquiring Fund of the Investments will
be the same as the basis of the Investments in the hands of
the Acquired Fund immediately prior to such exchange; and
(iii) the Acquiring Fund's holding periods with respect to the
Investments will include the respective periods for which the
Investments were held by the Acquired Fund.
i. That the assets of the Acquired Fund to be acquired by the
Acquiring Fund will include no assets which the Acquiring
Fund, by reason of charter limitations or of investment
restrictions disclosed in the Registration Statement in effect
on the Exchange Date, may not properly acquire.
j. That the Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge
of the PFEAS Trust or the Acquiring Fund, threatened by the
Commission.
k. That the PAF Trust and the PFEAS Trust shall have received
from the Commission and any relevant state securities
administrator such order or orders as are reasonably necessary
or desirable under the 1933 Act, the 1934 Act, the 1940
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<PAGE>
Act, and any applicable state securities or blue sky laws in
connection with the transactions contemplated hereby, and that
all such orders shall be in full force and effect.
l. That all actions taken by the PAF Trust on behalf of the
Acquired Fund in connection with the transactions contemplated
by this Agreement and all documents incidental thereto shall
be satisfactory in form and substance to the Acquiring Fund
and Dechert Price & Rhoads.
m. That, prior to the Exchange Date, the Acquired Fund shall have
declared a dividend or dividends which, together with all
previous such dividends, shall have the effect of distributing
to the shareholders of the Acquired Fund (i) all of the excess
of (x) the Acquired Fund's investment income excludable from
gross income under Section 103 of the Code over (y) the
Acquired Fund's deductions disallowed under Sections 265 and
171 of the Code, (ii) all of the Acquired Fund's investment
company taxable income (as defined in Section 852 of the Code)
for its taxable years ending on or after September 30, 1996
and on or prior to the Exchange Date (computed in each case
without regard to any deduction for dividends paid), and (iii)
all of the Acquired Fund's net capital gain realized (after
reduction for any capital loss carryover), in each case for
both the taxable year ending on September 30, 1996 and the
short taxable period beginning on October 1, 1996 and ending
on the Exchange Date.
n. That the Acquired Fund shall have furnished to the Acquiring
Fund a certificate, signed by the President (or any Vice
President) and the Treasurer of the PAF Trust, as to the tax
cost to the Acquired Fund of the securities delivered to the
Acquiring Fund pursuant to this Agreement, together with any
such other evidence as to such tax cost as the Acquiring Fund
may reasonably request.
o. That the Acquired Fund's custodian shall have delivered to the
Acquiring Fund a certificate identifying all of the assets of
the Acquired Fund held or maintained by such custodian as of
the Valuation Time.
p. That the Acquired Fund's transfer agent shall have provided to
the Acquiring Fund (i) the originals or true copies of all of
the records of the Acquired Fund in the possession of such
transfer agent as of the Exchange Date, (ii) a certificate
setting forth the number of shares of the Acquired Fund
outstanding as of the Valuation Time, and (iii) the name and
address of each holder of record of any shares and the number
of shares held of record by each such shareholder.
q. That all of the issued and outstanding shares of beneficial
interest of the Acquired Fund shall have been offered for sale
and sold in conformity with all applicable state securities or
blue sky laws (including any applicable exemptions therefrom)
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<PAGE>
and, to the extent that any audit of the records of the
Acquired Fund or its transfer agent by the Acquiring Fund or
its agents shall have revealed otherwise, either (i) the
Acquired Fund shall have taken all actions that in the opinion
of the Acquiring Fund or Dechert Price & Rhoads are necessary
to remedy any prior failure on the part of the Acquired Fund
to have offered for sale and sold such shares in conformity
with such laws or (ii) the Acquired Fund shall have furnished
(or caused to be furnished) surety, or deposited (or caused to
be deposited) assets in escrow, for the benefit of the
Acquiring Fund in amounts sufficient and upon terms
satisfactory, in the opinion of the Acquiring Fund or Dechert
Price & Rhoads, to indemnify the Acquiring Fund against any
expense, loss, claim, damage or liability whatsoever that may
be asserted or threatened by reason of such failure on the
part of the Acquired Fund to have offered and sold such shares
in conformity with such laws.
r. That the Acquiring Fund shall have received from Price
Waterhouse LLP a letter addressed to the Acquiring Fund dated
as of the Exchange Date satisfactory in form and substance to
the Acquiring Fund to the effect that, on the basis of limited
procedures agreed upon by the Acquiring Fund and described in
such letter (but not an examination in accordance with
generally accepted auditing standards), as of the Valuation
Time the value of the assets and liabilities of the Acquired
Fund to be exchanged for the Merger Shares has been determined
in accordance with the provisions of the PFEAS Trust's
Declaration of Trust, pursuant to the procedures customarily
utilized by the Acquiring Fund in valuing its assets and
issuing its shares.
9. Conditions to the Acquired Fund's Obligations. The
obligations of the Acquired Fund hereunder shall be subject
to the following conditions:
a. That this Agreement shall have been adopted and the
transactions contemplated hereby shall have been approved by
the requisite votes of (i) the holders of the outstanding
shares of beneficial interest of the Acquired Fund entitled to
vote and (ii) the holders of the outstanding shares of
beneficial interest of the Acquiring Fund entitled to vote;
and that shareholders of the PFEAS Trust shall have approved
all of the matters submitted to them at the meeting referred
to in Section 7(c) hereof.
b. That the Acquiring Fund shall have furnished to the Acquired
Fund a statement of the Acquiring Fund's net assets, together
with a list of portfolio holdings with values determined as
provided in Section 4, all as of the Valuation Time, certified
on the Acquiring Fund's behalf by the PFEAS Trust's President
(or any Vice President) and Treasurer (or any Assistant
Treasurer), and a certificate of both such officers, dated the
Exchange Date, to the effect that as of the Valuation Time and
as of the Exchange Date there has been no material adverse
change in the
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<PAGE>
financial position of the Acquiring Fund since June 30, 1996,
other than changes in its portfolio securities since that
date, changes in the market value of the portfolio securities,
changes due to net redemptions, dividends paid or losses from
operations.
c. That the PFEAS Trust, on behalf of the Acquiring Fund, shall
have executed and delivered to the Acquired Fund an Assumption
of Liabilities dated as of the Exchange Date pursuant to which
the Acquiring Fund will assume all of the liabilities of the
Acquired Fund existing at the Valuation Time in connection
with the transactions contemplated by this Agreement, other
than liabilities arising pursuant to this Agreement.
d. That the Acquiring Fund shall have furnished to the Acquired
Fund a statement, dated the Exchange Date, signed by the PFEAS
Trust's President (or any Vice President) and Treasurer (or
any Assistant Treasurer) certifying that as of the Valuation
Time and as of the Exchange Date all representations and
warranties of the Acquiring Fund made in this Agreement are
true and correct in all material respects as if made at and as
of such dates, and that the Acquiring Fund has complied with
all of the agreements and satisfied all of the conditions on
its part to be performed or satisfied at or prior to each of
such dates.
e. That there shall not be any material litigation pending or
threatened with respect to the matters contemplated by this
Agreement.
f. That the Acquired Fund shall have received an opinion of
Dechert Price & Rhoads, in form satisfactory to Ropes & Gray,
counsel to the Acquired Fund and dated the Exchange Date, to
the effect that (i) the PFEAS Trust is a Massachusetts
business trust duly formed and is validly existing under the
laws of The Commonwealth of Massachusetts and has the power to
own all its properties and to carry on its business as
presently conducted; (ii) the Merger Shares to be delivered to
the Acquired Fund as provided for by this Agreement are duly
authorized and upon such delivery will be validly issued and
will be fully paid and nonassessable by the PFEAS Trust and
the Acquiring Fund and no shareholder of the Acquiring Fund
has any preemptive right to subscription or purchase in
respect thereof; (iii) this Agreement has been duly
authorized, executed and delivered by the PFEAS Trust on
behalf of the Acquiring Fund and, assuming that the PAF
Prospectus, the Registration Statement, the Acquired Fund
Proxy Statement and the Acquiring Fund Proxy Statement comply
with the 1933 Act, the 1934 Act and the 1940 Act and assuming
due authorization, execution and delivery of this Agreement by
the PAF Trust on behalf of the Acquired Fund, is a valid and
binding obligation of the PFEAS Trust and the Acquiring Fund;
(iv) the execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will
not, violate the PFEAS Trust's Declaration of Trust or
By-Laws, or any
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<PAGE>
provision of any agreement known to such counsel to which the
PFEAS Trust or the Acquiring Fund is a party or by which it is
bound, it being understood that with respect to investment
restrictions as contained in the PFEAS Trust's Declaration of
Trust, By-Laws or then-current prospectus or statement of
additional information, such counsel may rely upon a
certificate of an officer of the PFEAS Trust whose
responsibility it is to advise the PFEAS Trust and the
Acquiring Fund with respect to such matters; (v) no consent,
approval, authorization or order of any court or governmental
authority is required for the consummation by the PFEAS Trust
on behalf of the Acquiring Fund of the transactions
contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be
required under state securities or blue sky laws; and (vi) the
Registration Statement has become effective under the 1933
Act, and to best of the knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the
1933 Act. In addition, such counsel shall also state that they
have participated in conferences with officers and other
representatives of the Acquiring Fund at which the contents of
the Acquired Fund Proxy Statement and related matters were
discussed, and, although they are not passing upon and do not
assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Acquired Fund
Proxy Statement, on the basis of the foregoing (relying as to
materiality to a large extent upon the opinions of officers
and other representatives of the Acquiring Fund), no facts
have come to their attention that lead them to believe that
the Acquired Fund Proxy Statement as of its date, as of the
date of the Acquired Fund shareholders' meeting, or as of the
Exchange Date, contained an untrue statement of a material
fact regarding the Acquiring Fund or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein regarding the Acquiring Fund, in
light of the circumstances under which they were made, not
misleading. Such opinion may state that such counsel does not
express any opinion or belief as to the financial statements
or other financial data, or as to the information relating to
the Acquired Fund, contained in the Acquired Fund Proxy
Statement or the Registration Statement, and that such opinion
is solely for the benefit of the Acquired Fund, its Trustees
and its officers.
g. That the Acquired Fund shall have received an opinion of Ropes
& Gray, dated the Exchange Date (which opinion would be based
upon certain factual representations and subject to certain
qualifications), in form satisfactory to the Acquired Fund, to
the effect that, on the basis of the existing provisions of
the Code, current administrative rules, and court decisions,
for federal income tax purposes: (i) no gain or loss will be
recognized by the Acquired Fund as a result of the
reorganization; (ii) no gain or loss will be recognized by
shareholders of the Acquired Fund on the distribution of
Merger Shares to them in exchange for their
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<PAGE>
shares of the Acquired Fund; (iii) the tax basis of the Merger
Shares that the Acquired Fund's shareholders receive in place
of their Acquired Fund shares will be the same as the basis of
the Acquired Fund shares; and (iv) a shareholder's holding
period for the Merger Shares received pursuant to the
Agreement will be determined by including the holding period
for the Acquired Fund shares exchanged for the Merger Shares,
provided that the shareholder held the Acquired Fund shares as
a capital asset.
h. That all actions taken by the PFEAS Trust on behalf of the
Acquiring Fund in connection with the transactions
contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to the
Acquired Fund and Ropes & Gray.
i. That the Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge
of the PFEAS Trust or the Acquiring Fund, threatened by the
Commission.
j. That the PAF Trust and PFEAS Trust shall have received from
the Commission and any relevant state securities administrator
such order or orders as are reasonably necessary or desirable
under the 1933 Act, the 1934 Act, the 1940 Act, and any
applicable state securities or blue sky laws in connection
with the transactions contemplated hereby, and that all such
orders shall be in full force and effect.
10. Indemnification.
a. The Acquired Fund will indemnify and hold harmless, out of the
assets of the Acquired Fund (which shall be deemed to include
the assets of the Acquiring Fund represented by the Merger
Shares following the Exchange Date) but no other assets, the
trustees and officers of the PFEAS Trust (for purposes of this
subparagraph, the "Indemnified Parties") against any and all
expenses, losses, claims, damages and liabilities at any time
imposed upon or reasonably incurred by any one or more of the
Indemnified Parties in connection with, arising out of, or
resulting from any claim, action, suit or proceeding in which
any one or more of the Indemnified Parties may be involved or
with which any one or more of the Indemnified Parties may be
threatened by reason of any untrue statement or alleged untrue
statement of a material fact relating to the PAF Trust or the
Acquired Fund contained in the Registration Statement, the PAF
Prospectus, the Acquired Fund Proxy Statement, the Acquiring
Fund Proxy Statement or any amendment or supplement to any of
the foregoing, or arising out of or based upon the omission or
alleged omission to state in any of the foregoing a material
fact relating to the PAF Trust or the Acquired Fund required
to be stated therein or
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<PAGE>
necessary to make the statements relating to the PAF Trust or
the Acquired Fund therein not misleading, including, without
limitation, any amounts paid by any one or more of the
Indemnified Parties in a reasonable compromise or settlement
of any such claim, action, suit or proceeding, or threatened
claim, action, suit or proceeding made with the consent of the
PAF Trust or the Acquired Fund. The Indemnified Parties will
notify the PAF Trust and the Acquired Fund in writing within
ten days after the receipt by any one or more of the
Indemnified Parties of any notice of legal process or any suit
brought against or claim made against such Indemnified Party
as to any matters covered by this Section 10(a). The Acquired
Fund shall be entitled to participate at its own expense in
the defense of any claim, action, suit or proceeding covered
by this Section 10(a), or, if it so elects, to assume at its
expense by counsel satisfactory to the Indemnified Parties the
defense of any such claim, action, suit or proceeding, and if
the Acquired Fund elects to assume such defense, the
Indemnified Parties shall be entitled to participate in the
defense of any such claim, action, suit or proceeding at their
expense. The Acquired Fund's obligation under Section 10(a) to
indemnify and hold harmless the Indemnified parties shall
constitute a guarantee of payment so that the Acquired Fund
will pay in the first instance any expenses, losses, claims,
damages and liabilities required to be paid by it under this
Section 10(a) without the necessity of the Indemnified
Parties' first paying the same.
b. The Acquiring Fund will indemnify and hold harmless, out of
the assets of the Acquiring Fund but no other assets, the
trustees and officers of the PAF Trust (for purposes of this
subparagraph, the "Indemnified Parties") against any and all
expenses, losses, claims, damages and liabilities at any time
imposed upon or reasonably incurred by any one or more of the
Indemnified Parties in connection with, arising out of, or
resulting from any claim, action, suit or proceeding in which
any one or more of the Indemnified Parties may be involved or
with which any one or more of the Indemnified Parties may be
threatened by reason of any untrue statement or alleged untrue
statement of a material fact relating to the Acquiring Fund
contained in the Registration Statement, the PFEAS Prospectus,
the Acquired Fund Proxy Statement, the Acquiring Fund Proxy
Statement or any amendment or supplement to any thereof, or
arising out of, or based upon, the omission or alleged
omission to state in any of the foregoing a material fact
relating to the PFEAS Trust or the Acquiring Fund required to
be stated therein or necessary to make the statements relating
to the PFEAS Trust or the Acquiring Fund therein not
misleading, including, without limitation, any amounts paid by
any one or more of the Indemnified Parties in a reasonable
compromise or settlement of any such claim, action, suit or
proceeding, or threatened claim, action, suit or proceeding
made with the consent of the PFEAS Trust or the Acquiring
Fund. The Indemnified Parties will notify the PFEAS Trust and
the Acquiring Fund in writing within ten days after the
receipt by any one or more of the Indemnified parties of any
notice of legal process or any suit brought against or
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<PAGE>
claim made against such Indemnified Party as to any matters
covered by this Section 10(b). The Acquiring Fund shall be
entitled to participate at its own expense in the defense of
any claim, action, suit or proceeding covered by this Section
10(b), or, if it so elects, to assume at its expense by
counsel satisfactory to the Indemnified Parties the defense of
any such clam, action, suit or proceeding, and, if the
Acquiring Fund elects to assume such defense, the Indemnified
Parties shall be entitled to participate in the defense of any
such claim, action, suit or proceeding at their own expense.
The Acquiring Fund's obligation under this Section 10(b) to
indemnify and hold harmless the Indemnified Parties shall
constitute a guarantee of payment so that the Acquiring Fund
will pay in the first instance any expenses, losses, claims,
damages and liabilities required to be paid by it under this
Section 10(b) without the necessity of the Indemnified
Parties' first paying the same.
11. No Broker, etc. Each of the Acquired Fund and the Acquiring
Fund represents that there is no person who has dealt with it,
the PAF Trust or the PFEAS Trust who by reason of such
dealings is entitled to any broker's or finder's or other
similar fee or commission arising out of the transactions
contemplated by this Agreement.
12. Termination. The Acquired Fund and the Acquiring Fund may, by
mutual consent of the trustees on behalf of each Fund,
terminate this Agreement, and the Acquired Fund or the
Acquiring Fund, after consultation with counsel and by consent
of their trustees or an officer authorized by such trustees,
may waive any condition to their respective obligations
hereunder. If the transactions contemplated by this Agreement
have not been substantially completed by February 28, 1997,
this Agreement shall automatically terminate on that date
unless a later date is agreed to by the Acquired Fund and the
Acquiring Fund.
13. Rule 145. Pursuant to Rule 145 under the 1933 Act, the
Acquiring Fund will, in connection with the issuance of any of
any Merger Shares to any person who at the time of the
transaction contemplated hereby is deemed to be an affiliate
of a party to the transaction pursuant to Rule 145(c), cause
to be affixed upon the certificates issued to such person (if
any) a legend as follows:
"THESE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
TO [Acquiring Fund] OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE FUND SUCH
REGISTRATION IS NOT REQUIRED."
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<PAGE>
and, further, the Acquiring Fund will issue stop transfer
instructions to the Acquiring Fund's transfer agent with
respect to such shares. The Acquired Fund will provide the
Acquiring Fund on the Exchange Date with the name of any
Acquired Fund shareholder who is to the knowledge of the
Acquired Fund an affiliate of the Acquired Fund on such date.
14. Covenants, etc. Deemed Material. All covenants, agreements,
representations and warranties made under this Agreement and
any certificates delivered pursuant to this Agreement shall be
deemed to have been material and relied upon by each of the
parties, notwithstanding an investigation made by them or on
their behalf.
15. Sole Agreement; Amendments. This Agreement supersedes all
previous correspondence and oral communications between the
parties regarding the subject matter hereof, constitutes the
only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each
party hereto, and shall be construed in accordance with and
governed by the laws of The Commonwealth of Massachusetts.
16. Declaration of Trust.
a. A copy of the Declaration of Trust of the PAF Trust is on file
with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the PAF Trust on
behalf of the Acquired Fund, as trustees and not individually
and that the obligations of this instrument are not binding
upon any of the trustees, officers or shareholders of the PAF
Trust individually but are binding only upon the assets and
property of the Acquired Fund.
b. A copy of the Declaration of Trust of the PFEAS Trust is on
file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the trustees of the PFEAS Trust on
behalf of the Acquiring Fund, as trustees and not individually
and that the
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<PAGE>
obligations of this instrument are not binding upon any of the
trustees, officers or shareholders of the PFEAS Trust
individually but are binding only upon the assets and property
of the Acquiring Fund.
PIMCO ADVISORS FUNDS, on behalf of its
_____________________ Fund series
By:________________________________
PIMCO FUNDS: EQUITY ADVISORS SERIES,
on behalf of its _______________ Fund
series
By:_________________________________
Accepted and Agreed as to Section 5(a) only by PIMCO Advisors L.P.
By: ________________________________
Title: _______________________________
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<PAGE>
EXHIBIT B
FORM OF
ADDENDUM TO PORTFOLIO MANAGEMENT AGREEMENT
The Portfolio Management Agreement, made the ___th day of ____________
_______________, 199__ between PIMCO Advisors L.P. ("PIMCO Advisors" or
"Adviser"), a limited partnership, and ("__________ " or "Portfolio Manager"),
a general partnership, (the "Agreement") is hereby amended by the addition of
the provisions set forth in this Addendum to the Agreement, which is made
this __________ day of __________, 199_.
WITNESSETH:
WHEREAS, PIMCO Funds: Multi-Manager Series, formerly PIMCO Funds:
Equity Advisors Series and PIMCO Advisors Institutional Funds, (the "Trust") is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in separate portfolio of securities and other
assets; and
WHEREAS, the Trust currently consists of multiple separate series,
including those series designated as the PIMCO Equity Income Fund, PIMCO Value
Fund, PIMCO Small Cap Value Fund, PIMCO Capital Appreciation Fund, PIMCO Mid Cap
Growth Fund, PIMCO Small Cap Growth Fund, PIMCO Micro Cap Growth Fund, PIMCO
Enhanced Equity Fund, PIMCO Structured Emerging Markets Fund, PIMCO Emerging
Markets Fund, PIMCO International Developed Fund, PIMCO Balanced Fund, PIMCO
International Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target
Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, and
PIMCO Precious Metals Fund (each a "Fund"); and
WHEREAS, the Trust has retained PIMCO Advisors to render management
services to the Funds pursuant to an Amended and Restated Investment Advisory
Agreement dated as of November 15, 1994, as amended and restated effective as of
the date 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 has retained [Portfolio Manager] to furnish
investment advisory services to the [Funds], pursuant to the agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
<PAGE>
1. Paragraph five (5) ("Compensation") of the Agreement is
amended and restated as follows:
"5. Compensation. For the services provided, the
Adviser will pay the Portfolio Manager a fee accrued and
computed daily and payable monthly, based on the average daily
net assets of the [Fund(s)] at the annual rate of % of the
average daily net assets of [each of] the [Fund(s)], and at
the annual rate of % of the average daily net assets of [each
of] the [Fund(s)].
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
PIMCO ADVISORS L.P.
Attest: _______________ By: ______________________________
Name: Name:
Title: Title:
Attest: _______________ By: ______________________________
Name: Name:
Title: Title:
[PORTFOLIO MANAGER]
Attest: _______________ By: ______________________________
Name: Name:
Title: Title:
- 2 -
<PAGE>
EXHIBIT C
Information About Parametric
Portfolio Associates, Inc.
("Parametric")
Directors and Executive Officers
Parametric's directors and principal executive officers and their
principal occupations are shown below. Unless otherwise indicated, the business
address of each such person is 7310 Columbia Center, 701 Fifth Avenue, Seattle,
Washington 98104-7090.
Name Position with Parametric and Principal Occupations(s)
Mark England-Markun Managing Director, Parametric; Director, Managing
Director and Chief Executive Officer, Parametric
Management, Inc.
William Cornelius Managing Director, Parametric; Director and
Managing Director, Parametric Management, Inc.
David M. Stein Managing Director and Chief Financial Officer,
Parametric; Director and Managing Director, Parametric
Management, Inc.
Other Investment Company Clients
Approximate
Net Assets
Name of Investment Annual (in millions)
Company/Fund Fee Rate as of 9/30/96
Parametric Emerging Markets Trust 0.45% of $58.6
management fee
Smith Barney TRAK
Large Capitalization Value Portfolio 0.15% $1,255.0
<PAGE>
EXHIBIT D
Information About
NFJ Investment Group
("NFJ")
Directors and Executive Officers
NFJ's directors and principal executive officers and their principal
occupations are shown below. Unless otherwise indicated, the business address of
each such person is 2121 San Jacinto, Suite 1440, Dallas, Texas 75201.
Name Position with NFJ and Principal Occupations(s)
Jack C. Najork Managing Director, NFJ; Director, Managing
Director and Chairman, NFJ Management, Inc.
John L. Johnson Managing Director, NFJ; Director and Managing
Director, NFJ Management, Inc.
Benno J. Fischer Managing Director and Chief Financial Officer,
NFJ; Director and Managing Director, NFJ Management, Inc.
Other Investment Company Clients
Approximate
Net Assets
Name of Investment Annual (in millions)
Company/Fund Fee Rate as of 9/30/96
Aquinas Balanced Fund 0.45% $4.2
Aquinas Equity Income Fund 0.45% $25.0
The Common Fund 0.45% $184.2
PIMCO Advisors Balanced Fund 0.45% $22.5
PIMCO Advisors Value Fund 0.45% $61.4
S/B CGCM Small Cap Value Equity 0.30% $277.1
<PAGE>
EXHIBIT E
Information About
Cadence Capital Management
("Cadence")
Directors and Executive Officers
Cadence's directors and principal executive officers and their principal
occupations are shown below. Unless otherwise indicated, the business address of
each such person is Exchange Place, 53 State Street, Boston, Massachusetts
02109.
Name Position with Cadence and Principal Occupations(s)
David B. Breed Managing Director and Chief Financial Officer,
Cadence; Director, Managing Director and Chief Executive
Officer, Cadence Capital Management, Inc.; Member of
Operating Board of PIMCO Advisors L.P.
William B. Bannick Managing Director and Executive Vice President, Cadence;
Director and Managing Director, Cadence Capital
Management, Inc.
Eric M. Wetlaufer Managing Director, Cadence
Katherine A. Burdon Managing Director, Cadence
Other Investment Company Clients
Approximate
Net Assets
Name of Investment Annual (in millions)
Company/Fund Fee Rate as of 9/30/96
Discovery Fund 0.375% on first $200 million $70.0
0.35% on amounts over $200 million
<PAGE>
EXHIBIT F
Information About
Blairlogie Capital Management, Limited
("Blairlogie")
Directors and Executive Officers
Blairlogie's directors and principal executive officers and their
principal occupations are shown below. Unless otherwise indicated, the business
address of each such person is 4th Floor, 125 Princes Street, Edinburgh EH2 4AD,
Scotland.
Name Position with Blairlogie and Principal
Occupations(s)
Gavin R. Dobson Managing Director and Chief Executive Officer,
Blairlogie; Director and Chief Executive Officer,
Blairlogie Holdings Limited (U.K.)
James G.S. Smith Managing Director and Chief Investment Officer,
Blairlogie; Director and Chief Investment Officer,
Blairlogie Holdings Limited (U.K.)
Robert R.W. Stephens Managing Director and Chief Financial
Officer, Blairlogie; Director and Chief Financial
Officer, Blairlogie Holdings Limited (U.K.)
Other Investment Company Clients
Approximate
Net Assets
Name of Investment Annual (in millions)
Company/Fund Fee Rate as of 9/30/96
Gradison McDonald International 0.8% $88.8
<PAGE>
EXHIBIT G
SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
PIMCO FUNDS: MULTI-MANAGER SERIES
(formerly PIMCO Funds: Equity Advisors Series)
This SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts this _____ day of ___________, 1996 (as so amended
and restated, the "Declaration of Trust") by the Trustees hereunder and by the
holders of shares of beneficial interest issued and to be issued hereunder as
hereinafter provided, amending and restating the Amended and Restated Agreement
and Declaration of Trust dated May 7, 1993 and amended July 15, 1993, October
29, 1993, March 4, 1994, August 12, 1994, November 7, 1994, January 17, 1995,
November 1, 1995, and February 2, 1996 (the "Amended Declaration of Trust"),
which itself amended and restated the Agreement and Declaration of Trust of
PFEACo Funds made on August 24, 1990 and amended on October 24, 1990, November
16, 1990, November 29, 1990, December 14, 1990, February 1, 1991, May 9, 1991,
August 6, 1992, and February 26, 1993.
WHEREAS, pursuant to Section 10.4 of Article X of the Amended
Declaration of Trust the Trustees of the Trust have determined that the Amended
Declaration of Trust should be amended; and
WHEREAS, the shareholders have duly approved this Declaration of Trust;
NOW, THEREFORE, the Trustees of this Trust direct that this Declaration
of Trust be filed with the Secretary of State of The Commonwealth of
Massachusetts and that this Declaration of Trust shall take effect as of the
date of filing.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Massachusetts voluntary association with
transferable shares in accordance with the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon
the following terms and conditions for the benefit of the holders from time to
time of Shares in this Trust as hereinafter set forth.
WASH.2
<PAGE>
ARTICLE I
Name and Definitions
Name
Section 1 This Trust shall be known as "PIMCO Funds: Multi-Manager
Series", and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from
time to time determine.
Definitions
Section 2 Whenever used herein, unless otherwise required by the context
or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust
established by this Declaration of Trust, as amended from time to
time;
(b) "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article IV;
(c) "Shares" means the equal proportionate transferable units
of interest into which the beneficial interest in the Trust shall be
divided from time to time or, if more than one series or class of
Shares is authorized by the Trustees, the equal proportionate
transferable units into which each series or class of Shares shall be
divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as amended from
time to time;
(f) The terms "Affiliated Person", "Assignment", "Commission",
"Interested Person", "Principal Underwriter" and "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable) shall have the
meanings given them in the 1940 Act;
(g) "Declaration of Trust" shall mean this Declaration of
Trust as amended or restated from time to time;
(h) "Bylaws" shall mean the Bylaws of the Trust as amended
from time to time;
(i) The term "series" or "series of Shares" refers to the one
or more separate investment portfolios of the Trust into
which the assets and liabilities of the Trust may be divided
and the Shares of the Trust representing the beneficial interest of
Shareholders in such respective portfolios; and
(j) The term "class" or "class of Shares" refers to the
division of Shares representing any series into two or more classes as
provided in Article III, Section 1 hereof.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to provide investors a managed investment
primarily in securities, debt instruments and other instruments and rights of a
financial character and to carry on such other business as the Trustees may from
time to time determine pursuant to their authority under this Declaration of
Trust.
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<PAGE>
ARTICLE III
Shares
Division of Beneficial Interest
Section 1 The Shares of the Trust shall be issued in one or more series
as the Trustees may, without Shareholder approval, authorize.
Each series shall be preferred over all other series in
respect of the assets specifically allocated to that series
within the meaning of the 1940 Act and shall represent a
separate investment portfolio of the Trust. The beneficial
interest in each series shall at all times be divided into
Shares, with a par value of $0.00001 or $0.001, as may be
determined by the Trustees, each of which shall, except as
provided in the following sentence, represent an equal
proportionate interest in the series with each other Share of
the same series, none having priority or preference over
another. The Trustees may, without Shareholder approval,
divide the Shares of any series into two or more classes,
Shares of each such class having such preferences and special
or relative rights and privileges (including conversion
rights, if any) as the Trustees may determine or as shall be
set forth in the Bylaws. The number of Shares authorized shall
be unlimited. The Trustees may from time to time divide or
combine the Shares of any series or class into a greater or
lesser number without thereby changing the proportionate
beneficial interest in the series or class.
Ownership of Shares
Section 2 The ownership of Shares shall be recorded on the books of the
Trust or a transfer or similar agent. No certificates
certifying the ownership of Shares shall be issued except as
the Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders of each
series and class and as to the number of Shares of each series
and class held from time to time by each Shareholder.
Investment in the Trust
Section 3 The Trustees shall accept investments in the Trust from such
persons and on such terms and for such consideration, which
may consist of cash or tangible or intangible property or a
combination thereof, as they or the Bylaws from time to time
authorize.
All consideration received by the Trust for the issue or
sale of Shares of each series, together with all income,
earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to the series of Shares with
respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Trust
and are herein referred to as "assets of" such series.
No Preemptive Rights
Section 4 Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued
by the Trust.
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<PAGE>
Status of Shares and Limitation of Personal Liability
Section 5 Shares shall be deemed to be personal property giving only
the rights provided in this Declaration of Trust or the
Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and
agreed to the terms of this Declaration of Trust and the
Bylaws and to have become a party hereto. The death of a
Shareholder during the continuance of the Trust shall not
operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the
Trustees, but only to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the Shareholder
to any title in or to the whole or any part of the Trust
property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust,
shall have any power to bind personally any Shareholder, not
except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay.
ARTICLE IV
The Trustees
Election
Section 1 A Trustee may be elected either by the Trustees or by the
Shareholders. There shall be not less than three Trustees. The
number of Trustees shall be as provided by the Bylaws or as
fixed from time to time by the Trustees. The Shareholders may
elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose. Each Trustee shall serve until he
or she retires, resigns, is removed or dies or until the next
meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his or
her successor. Any Trustee may resign at any time by written
instrument signed by such Trustee and delivered to any officer
of the Trust, to each other Trustee or to a meeting of the
Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. Except to
the extent expressly provided in a written agreement with the
Trust, no Trustee resigning and no Trustee removed shall have
any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account
of such removal.
Effect of Death, Resignation, etc. of a Trustee
Section 2 The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any one of them, shall not
operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Powers
Section 3 Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and
they shall have all powers necessary or convenient to carry
out that responsibility. Without limiting the foregoing, the
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WASH.2
<PAGE>
Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the conduct of the business
of the Trust and may amend and repeal them to the extent that
such Bylaws do not reserve that right to the Shareholders;
they may fill vacancies, including vacancies caused by
enlargement of their number, and may remove Trustees with or
without cause; they may elect and remove, with or without
cause, such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own
number, and terminate, any one or more committees consisting
of two or more Trustees, including an executive committee
which may, when the Trustees are not in session, exercise some
or all of the power and authority of the Trustees as the
Trustees may determine; they may employ one or more custodians
of the assets of the Trust and may authorize such custodians
to employ subcustodians and to deposit all or any part of such
assets in a system or systems for the central handling of
securities, retain a transfer agent or a Shareholder servicing
agent, or both, provide for the distribution of Shares by the
Trust, through one or more principal underwriters or
otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general
delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian or
underwriter.
Without limiting the foregoing, the Trustees shall have
power and authority:
(a) To invest and reinvest cash, and to hold cash
uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the
Trust;
(c) To act as a distributor of Shares and as underwriter of,
or broker or dealer in, securities and other property;
(d) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such
power and discretion with relation to securities or
property as the Trustees shall deem proper;
(e) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(f) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the
Trust or in the name of a custodian, subcustodian or other
depositary or a nominee or nominees or otherwise;
(g) To allocate assets, liabilities, income and expenses of
the Trust to a particular series of Shares or to apportion
the same among two or more series, provided that any
liabilities or expenses incurred by a particular series of
Shares shall be payable solely out of the assets of
that series; and, to the extent necessary or appropriate
give effect to the preferences and special or relative
rights and privileges of any classes of Shares, to allocate
assets, liabilities, income and expenses of a series to a
particular class of Shares of that series or to apportion the
same among two or more classes of Shares of that series;
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<PAGE>
(h) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation
or issuer, any security of which is or was held in the
Trust; to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or
issuer, and to pay calls or subscriptions with respect to
any security held in the Trust;
(i) To join other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in
that connection to deposit any security with, or transfer
any security to, any such committee, depositary or trustee,
and to delegate to them such power and authority with
relation to any
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<PAGE>
security (whether or not so deposited or transferred) as
the Trustees shall deem proper, and to agree to pay,
and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as
the Trustees shall deem proper;
(j) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy,
including but not limited to claims for taxes;
(k) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(l) To borrow funds;
(m) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or
suretyship, or otherwise assume liabilty for payment thereof;
and to mortgage and pledge the Trust property or any part
thereof to secure any of or all such obligations;
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<PAGE>
(n) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate
for the conduct of the business, including without
limitation, insurance policies insuring the assets of the
Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
investment advisers or managers, principal underwriters, or
independent contractors of the Trust individually against
all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or
position, or by reason of any action alleged to have been
taken or omitted by any such person as Shareholder,
Trustee, officer, employee, agent, investment adviser or
manager, principal underwriter, or independent contractor,
including any action taken or omitted that may be
determined to constitute negligence, whether or not the
Trust would have the power to indemnify such person against
such liability;
(o) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish
and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers,
employees and agents of the Trust; and
(p) To engage in any other lawful act or activity in which
corporations organized under the Massachusetts Business
Corporation Act may engage.
The Trustees shall not in any way be bound or limited by
any present or future law or custom in regard to
investments by trustees.
Except as otherwise provided herein or from time to time in
the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by
means of which all persons participating in the meeting can
hear each other at the same time and participation by such
means shall constitute presence in person at a meeting, or
by written consents of a majority of the Trustees then in
office.
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<PAGE>
Payment of Expenses by Trust
Section 4The Trustees are authorized to pay or to cause to be paid out
of the principal or income of the Trust, or partly out of
principal and partly out of income, as they deem fair, all
expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, in connection with the
management thereof, or in connection with the financing of the
sale of Shares, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of
the Trust's officers, employees, any investment adviser,
manager or sub-adviser, principal underwriter, auditor,
counsel, custodian, transfer agent, shareholder servicing
agent, and such other agents or independent contractors and
such other expenses and charges as the Trustees may deem
necessary or proper to incur, provided, however, that all
expenses, fees, charges, taxes and liabilities incurred by or
arising in connection with a particular series of Shares, as
determined by the Trustees, shall be payable solely out of the
assets of that series.
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<PAGE>
Ownership of Assets of the Trust
Section 5 Title to all of the assets of each series of Shares and of
the Trust shall at all times be considered as vested in the
Trustees.
Advisory, Management and Distribution
Section 6 The Trustees may, at any time and from time to time, contract
for exclusive or nonexclusive advisory and/or management
services with any corporation, trust, association or other
organization (the "Manager"), every such contract to comply
with such requirements and restrictions as may be set forth in
the Bylaws; and any such contract may provide for one or more
sub-advisers who shall perform all or part of the obligations
of the Manager under such contract and may contain such other
terms interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what
investments shall be purchased, held, sold, or exchanged and
what portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments. The
Trustees may also, at any time and from time to time, contract
with the Manager or any other corporation, trust, association
or other organization, appointing it exclusive or nonexclusive
distributor or principal underwriter for the Shares, every
such contract to comply with such requirements and
restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal underwriter
or distributor or agent of or for any corporation, trust,
association or other organization, or of or for any parent
or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing
or other agency contract may have been or may hereafter be
made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in
the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory or management contract
or principal underwriter's or distributor's contract, or
transfer, shareholder servicing or other agency contract
may have been or may hereafter be made also has an advisory
or management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing
or other agency contract with one or more other
corporations, trusts, associations or other organizations,
or has other business or interests shall not affect the
validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting
upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
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<PAGE>
ARTICLE V
Shareholders' Voting Powers and Meetings
Shareholders shall have such power to vote as is provided for in, and
may hold meetings and take actions pursuant to, the provisions of the Bylaws.
ARTICLE VI
Distributions, Redemptions and Repurchases
Distributions
Section 1 The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders of each series out
of the assets of such series such amounts as the Trustees may
determine. Any such distribution to the Shareholders of a
particular series shall be made to said Shareholders pro rata
in proportion to the number of Shares of such series held by
each of them, except to the extent otherwise required or
permitted by the preferences and special or relative rights
and privileges of any classes of Shares of that series, and
any distribution to the Shareholders of a particular class of
Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each
of them. Such distributions shall be made in cash, Shares or
other property, or a combination thereof, as determined by the
Trustees. Any such distribution paid in Shares will be paid at
the net asset value thereof as determined in accordance with
the Bylaws.
Redemptions and Repurchases
Section 2 The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any
certificate for the Shares to be purchased, a proper
instrument of transfer and a request directed to the Trust or
a person designated by the Trust that the Trust purchase such
Shares, or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize;
and the Trust will pay therefor the net asset value thereof,
as next determined in accordance with the Bylaws, less any
redemption charge or fee as the Trustees may from time to time
authorize. Payment for said Shares shall be made by the Trust
to the Shareholder within seven days after the date on which
the request is made. The obligation set forth in this Section
2 is subject to the provision that in the event that any time
the New York Stock Exchange is closed for other than customary
weekends or holidays, or, if permitted by rules of the
Securities and Exchange Commission, during periods when
trading on the Exchange is restricted or during any emergency
which makes it impractical for the Trust to dispose of its
investments or to determine fairly the value of its net
assets, or during any other period permitted by order of the
Securities and Exchange Commission for the protection of
investors, such obligation may be suspended or postponed by
the Trustees. The Trust may also purchase or repurchase Shares
at a price not exceeding the net asset value of such Shares in
effect when the purchase or repurchase or any contract to
purchase or repurchase is made.
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<PAGE>
Redemption at the Option of the Trust
Section 3 The Trust shall have the right at its option and at any time
to redeem Shares of any Shareholder at the net asset value
thereof as determined in accordance with the Bylaws: (i) if at
such time such Shareholder owns fewer Shares than, or Shares
having an aggregate net asset value of less than, an amount
determined from time to time by the Trustees; or (ii) to the
extent that such Shareholder owns Shares of a particular
series of Shares equal to or in excess of a percentage of the
outstanding Shares of that series determined from time to time
by the Trustees; or (iii) to the extent that such Shareholder
owns Shares of the Trust representing a percentage equal to or
in excess of such percentage of the aggregate number of
outstanding Shares of the Trust or the aggregate net asset
value of the Trust determined from time to time by the
Trustees.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
Section 1 The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their
compensation. Nothing herein shall in any way prevent the
employment of any Trustee for advisory, management, legal,
accounting, investment banking, underwriting, brokerage or
other services and payment for the same by the Trust.
Limitation of Liability
Section 2 The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee,
manager or principal underwriter of the Trust, nor shall any
Trustee be responsible for the act or omission of any other
Trustee, but nothing herein contained shall protect any
Trustee against any liability to which he or she would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever
executed or done by or on behalf of the Trust or the
Trustees or any of them in connection with the Trust shall
be conclusively deemed to have been executed or done only
in or with respect to their or his or her capacity as
Trustees or Trustee, and such Trustees or Trustee shall not
be personally liable thereon.
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<PAGE>
ARTICLE VIII
Indemnification
Trustees, Officers, etc.
Section 1 The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as
directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect
to any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other
proceeding (a) not to have acted in good faith in the
reasonable belief that such Covered Person's action was in or
not opposed to the best interest of the Trust or (b) to be
liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's
office. Expenses, including counsel fees so incurred by any
such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or
proceeding upon receipt of any undertaking by or on behalf of
such Covered Person to repay amounts so paid to the Trust if
it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided,
however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the
Trust shall be insured against losses arising from any such
advance payments or (c) either a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as
opposed to a full trial type inquiry) that there is reason to
believe that such Covered Person will be found entitled to
indemnification under this Article.
Compromise Payment
Section 2 As to any matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the
proceeding was brought, that such Covered Person either (a)
did not act in good faith in the reasonable belief that his or
her action was in or not opposed to the best interests of the
Trust or (b) is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his or her office, indemnification shall be provided if (a)
approved as in or not opposed to the best
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<PAGE>
interests of the Trust by at least a majority of the
disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on
the matter) upon a determination, based upon a review of
readily available facts (as opposed to a full trial type
inquiry) that such Covered Person acted in good faith in the
reasonable belief that his or her action was in or not opposed
to the best interests of the Trust and is not liable to the
Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office, or (b)
there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts
(as opposed to a full trial type inquiry) to the effect that
such Covered Person appears to have acted in good faith in the
reasonable belief that his or her action was in the best
interests of the Trust and that such indemnification would not
protect such Covered Person against any liability to the Trust
to which he or she would otherwise be subject be reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her
office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or to
have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office.
Indemnification Not Exclusive
Section 3 The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered
Person may be entitled. As used in this Article VIII, the term
"Covered Person" shall include such person's heirs, executors
and administrators and a "disinterested Trustee" is a Trustee
who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an "interested person" by any rule, regulation or
order of the Securities and Exchange Commission) and against
whom none of such actions, suits or other proceedings or
another action, suit or other proceeding on the same or
similar grounds is then or has been pending. Nothing contained
in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees or officers,
and other persons may be entitled by contract or otherwise
under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such person; provided,
however, that the Trust shall not purchase or maintain any
such liability insurance in contravention of applicable law,
including without limitation the 1940 Act.
Shareholders
Section 4 In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being
or having been a Shareholder and not because of his or her
acts or omissions or for some other reason, the Shareholder
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<PAGE>
or former Shareholder (or his or her heirs, executors,
administrators or other legal representative or, in the case
of a corporation or other entity, its corporate or other
general successor) shall be entitled to be held harmless from
and indemnified against all loss and expense arising from such
liability, but only out of the assets of the particular series
of Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Trustees, Officers, Shareholders, etc. Not Personally Liable; Notice
Section 1 All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares
shall look only to the assets of the Trust or the assets of
that particular series of Shares for payment under such
credit, contract or claim, and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally
liable therefor. Nothing in this Declaration of Trust shall
protect any Trustee against any liability to which such
Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of
Trustee.
Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any
officer or officers shall give notice that this Declaration
of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and shall recite that the
same was executed or made by or on behalf of the Trust or
by them as Trustee or Trustees or as officer or officers
and not individually and that the obligations of such
instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such
further recital as he or she or they may deem appropriate,
but the omission thereof shall not operate to bind any
Trustee or Trustees or officer or officers or Shareholder
or Shareholders individually.
Trustees' and Officers' Good Faith Action, Expert Advice, No Bond or Surety
Section 2 The exercise by the Trustees and officers of their powers and
discretions hereunder shall be binding upon everyone
interested. A Trustee or officer shall be liable for his or
her own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
the office of Trustee or officer, and for nothing else, and
shall not be liable for the errors of judgement or mistakes of
fact or law. The Trustees or officers may take advice of
counsel or other experts with respect to the meaning and
operation of this Declaration of Trust, and shall be under no
liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees and
officers shall not be required to give any bond as such, nor
any surety if a bond is required.
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<PAGE>
Liability of Third Persons Dealing with Trustee
Section 3 No person dealing with the Trustees shall be bound to make
any inquiry concerning the validity of any transaction made or
to be made by the Trustees or to see to the application of any
payments made or property transferred to the Trust or upon its
order.
Duration and Termination of Trust
Section 4 Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at
least 66 2/3% of Shares entitled to vote or by the Trustees by
written notice to the Shareholders. Any series or class of
Shares may be terminated at any time by vote of Shareholders
holding at least 66 2/3% of the Shares of such series or class
entitled to vote or by the Trustees by written notice to the
Shareholders of such series. Upon termination of the Trust or
of any one or more series or classes of Shares, after paying
or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated, of the
Trust or of the particular series or class as may be
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce
the remaining assets to distributable form in cash or shares
or other property, or any combination thereof, and distribute
the proceeds to the Shareholders of the series involved,
ratably according to the number of Shares of such series held
by the several Shareholders of such series on the date of
termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights
and privileges of any classes of Shares of that series,
provided that any distribution to the Shareholders of a
particular class of Shares shall be made to such Shareholders
pro rata in proportion to the number of Shares of such class
held by each of them.
Filing and Copies, References, Headings
Section 5 The original or a copy of this instrument and of each
amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Boston City Clerk, as well as any
other governmental office where such filing may from time to
time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not
any such amendments have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect
as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments. In this instrument and in any such amendment,
references to this instrument and all expressions like
"herein", "hereof", and "hereunder" shall be deemed to refer
to this instrument as amended or affected by any such
amendments. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this
instrument. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
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<PAGE>
Applicable Law
Section 6 This Declaration of Trust is made in The Commonwealth of
Massachusetts, and it is created under and is to be governed
by and construed and administered according to the laws of the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust and, without
limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily
exercised by such a trust.
Amendments
Section 7 All rights granted to the Shareholders under this Declaration
of Trust are granted subject to the reservation of the right
to amend this Declaration of Trust as herein provided, except
that no amendment shall repeal the limitations on personal
liability of any Shareholder, Trustee or officer repeal the
prohibition of assessment upon the Shareholders without the
express consent of each Shareholder, Trustee or officer
involved. Subject to the foregoing, this Declaration of Trust
may be amended at any time by an instrument in writing signed
by a majority of the then Trustees (or by an officer of the
Trust pursuant to a vote of a majority of such Trustees) when
authorized to do so by vote of Shareholders holding a majority
of the Shares entitled to vote, except that an amendment which
in the determination of the Trustees shall affect the holders
of one or more series of classes of Shares but not the holders
of all outstanding series and classes shall be authorized by
vote of the Shareholders holding a majority of the Shares
entitled to vote of each series and class affected and no vote
of Shareholder of a series or class not affected shall be
required. In addition to the foregoing, the provisions of this
Declaration of Trust (whether or not related to the rights of
Shareholders) may be amended for any other reason at any time
without the vote or consent of Shareholders, so long as such
amendment does not materially adversely affect the rights of
any Shareholder with respect to which such amendment is or
purports to be applicable and so long as such amendment is not
in contravention of applicable law, including the 1940 Act, by
an instrument in writing signed by a majority of the then
Trustees (or by an officer of the Trust pursuant to a vote of
a majority of such Trustees).
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<PAGE>
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand and seal for himself or herself and his or her assigns, as of the day and
year first above written.
--------------------------
E. Philip Cannon
--------------------------
Donald P. Carter
--------------------------
Gary A. Childress
--------------------------
William D. Cvengros
--------------------------
Gary L. Light
--------------------------
Richard L. Nelson
--------------------------
Lyman W. Porter
--------------------------
Robert A. Prindiville
--------------------------
Alan Richards
--------------------------
[Joel Segall]
--------------------------
W. Bryant Stooks
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<PAGE>
--------------------------
Gerald M. Thorne
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<PAGE>
EXHIBIT H
PIMCO FUNDS: MULTI-MANAGER SERIES
DISTRIBUTION PLAN
FOR ADMINISTRATIVE CLASS SHARES
WHEREAS, PIMCO Funds: Multi-Manager Series (the
"Trust") is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Trust issues shares of beneficial interest ("shares")
in separate series ("Funds"), with each Fund representing interests in a
separate portfolio of securities and other assets;
WHEREAS, the Trust issues shares of the Funds in separate classes of
shares, one of which is designated the Administrative Class (the "Administrative
Class" shares);
WHEREAS, certain shareholders of the Trust may require distribution
and related services that are in addition to services required by other
shareholders, and the provision of such services to shareholders requiring these
services may benefit such shareholders and facilitate their ability to invest in
the Funds;
WHEREAS, issuance of shares of the Funds in a class subject to a fee
for the Funds' cost of providing distribution and related services would
allocate the Funds' expense of rendering such services to the shareholders who
receive such additional services;
WHEREAS, the Funds with respect to their Administrative Class shares
intend to enter into Distribution Agreements ("Agreements") pursuant to this
Distribution Plan (the "Plan") with various Service Organizations ("Service
Organizations"), either directly or through the Trust's distributor, PIMCO
Advisors Distribution Company (the "Distributor"), pursuant to which the Service
Organization will make available or offer Administrative Class shares of the
Funds for sale to the public and/or provide certain shareholder services to its
customers that invest in the Funds;
WHEREAS, the Funds have adopted a multiple class plan pursuant to
Rule 18f-3 under the 1940 Act to permit the issuance of shares in different
classes;
WHEREAS, the Board of Trustees of the Trust has determined that
there is a reasonable likelihood that the Plan will benefit the Funds and their
shareholders;
<PAGE>
NOW THEREFORE, the Trust hereby adopts this Distribution Plan on the
following terms and conditions:
1. The Trust (or the Distributor, acting as agent of the Trust)
shall reimburse a Service Organization with which the Trust (or the
Distributor), regarding the Administrative Class of a Fund, has an Agreement,
for costs and expenses incurred in connection with the distribution and
marketing of shares of that Class and/or the provision of certain shareholder
services to its customers that invest in the Funds, at a rate specified in
paragraph 2 below, based upon the average daily net assets of the Fund
attributable to the Administrative Class.
2. Subject to the limitations of applicable law and regulations,
including rules of the National Association of Securities Dealers, Inc.
("NASD"), the Service Organization will be reimbursed quarterly for such costs,
expenses or payments at an annual rate of up to but not more than 0.25% of the
average daily net assets of the Fund attributable to the Administrative Class.
Any expense payable hereunder may be carried forward for reimbursement for up to
twelve months beyond the date in which it is incurred, subject always to the
limit that not more than 0.25% of the average daily net assets attributable to
an Administrative Class may be used in any month to pay expenses pursuant to the
Agreement. An Administrative Class shall incur no interest or carrying charges
for expenses carried forward. In the event the Plan is terminated as herein
provided, the Administrative Class shall have no liability for expenses that
were not reimbursed as of the date of termination.
3. The payment of fees to a Service Organization is subject to
compliance by the Service Organization with the terms of the Agreement between
the Service Organization and the Trust (or the Distributor). If an
Administrative Class shareholder ceases to be a client of a Service Organization
that has entered into an Agreement with the Trust (or the Distributor), but
continues to hold Administrative Class shares, the Service Organization will be
entitled to receive a similar payment in respect of the services provided to
such investors, except that the Distributor may determine that the Service
Organization shall no longer be entitled to such payment if the client becomes a
client of another Service Organization that has an Agreement with the Trust (or
the Distributor). For the purposes of determining the fees payable under the
Plan, the average daily net asset value of the Fund attributable to the
Administrative Class shares shall be computed in the manner specified in the
Trust's Declaration of Trust and current prospectus.
4. Services which a Service Organization will provide
under an Agreement may include, but are not limited to, the
- 2 -
<PAGE>
following functions: placing orders directly for the purchase of a Fund's shares
and tendering a Fund's shares for redemption; engaging in advertising with
respect to a Fund's shares; providing information about the Funds; providing
facilities to answer questions from prospective investors about the Fund;
receiving and answering correspondence, including requests for prospectuses and
statements of additional information; preparing, printing and delivering
prospectuses and shareholder reports to prospective shareholders; complying with
federal and state securities laws pertaining to the sale of Administrative Class
shares; and assisting investors in applying to purchase Fund shares and
selecting dividend and other account options. Shareholder services which a
Service Organization will provide under an Agreement may include, but are not
limited to, the following functions: receiving, aggregating and processing
shareholder orders; furnishing shareholder sub-accounting; providing and
maintaining elective shareholder services such as check writing and wire
transfer services; providing and maintaining pre-authorized investment plans;
communicating periodically with shareholders; acting as the sole shareholder of
record and nominee for shareholders; maintaining accounting records for
shareholders; answering questions and handling correspondence from shareholders
about their accounts; issuing confirmations for transactions by shareholders;
and performing similar account administrative services. In addition, Service
Organizations can provide their endorsement of the Administrative Class shares
of a Fund to their clients, members or customers as an inducement to invest in
the Fund.
5. Any Service Organization entering into an Agreement with a Fund
(or with the Distributor) under this Plan may also enter into an Administrative
Services Agreement with regard to its Administrative Class with that Fund (or
with the Distributor), pursuant to an Administrative Services Plan adopted by
the Trust, which will not be subject to the terms of this Plan. However, in the
event the Service Organization enters into both types of agreements, the Service
Organization shall not be eligible to receive fees under more than one agreement
with respect to the same assets. A Fund (or the Distributor, acting as the
Fund's agent) under this Plan may enter into more than one Distribution
Agreement for its Administrative Class shares, with different Service
Organizations providing services to different groups of shareholders.
6. For so long as required pursuant to Rule 12b-1 under the 1940
Act, the Plan shall not take effect with respect to a Fund until it has been
approved by a vote of at least a majority (as defined in the 1940 Act) of the
outstanding voting securities of the Administrative Class of that Fund, which
may include the vote by an affiliated person of the Fund as the sole
- 3 -
<PAGE>
shareholder of the Fund. With respect to the submission of the Plan for such a
vote, it shall have been effectively approved with respect to a Fund if a
majority of the outstanding voting securities of the Administrative Class of the
Fund votes for approval of the Plan, notwithstanding that the matter has not
been approved by a majority of the outstanding voting securities of the
Administrative Class of any other Fund.
7. The Plan shall not take effect until it has been approved,
together with any related agreements and supplements, by votes of a majority of
both (a) the Board of Trustees of the Trust, and (b) those Trustees of the Trust
who are not "interested persons" (as defined in the 1940 Act) and have no direct
or indirect financial interest in the operation of the Plan or any agreements
related to it (the "Plan Trustees"), cast in person at a meeting (or meetings)
called for the purpose of voting on the Plan and such related agreements.
8. The Plan shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 7.
9. Any person authorized to direct the disposition of monies paid or
payable by an Administrative Class pursuant to the Plan or any related agreement
shall provide to the Trust's Board of Trustees, and the Board shall review, at
least quarterly, a written report of the amounts so expended and the purposes
for which such expenditures were made.
10. Any agreement related to the Plan, as such phrase is used is
Rule 12b-1 under the 1940 Act, shall be in writing and shall provide: (a) that
such agreement may be terminated at any time as to a Fund, without payment of
any penalty, by vote of a majority of the Plan Trustees or by vote of a majority
of the outstanding voting securities of the Administrative Class of a Fund, on
not more than sixty (60) days' written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
11. The Plan may be amended at any time with respect to a Fund by
the Board of Trustees, provided that (a) for so long as required pursuant to
Rule 12b-1 under the 1940 Act, any amendment to increase materially the costs
which the Administrative Class shares may bear for distribution pursuant to the
Plan shall be effective only upon approval by a vote of a majority of the
outstanding voting securities of the Administrative Class of the Fund, and (b)
any material amendments of the terms of the Plan shall become effective only
upon approval as provided in paragraph 7 hereof.
- 4 -
<PAGE>
12. While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the 1940 Act) of the
Trust shall be committed to the discretion of the Trustees who are not
interested persons of the Trust.
13. The Trust shall preserve copies of the Plan, any related
agreement and any report made pursuant to paragraph 9 hereof, for a period of
not less than six (6) years from the date of the Plan, such agreement or report,
as the case may be, the first two (2) years of which shall be in an easily
accessible place.
14. It is understood and expressly stipulated that neither the
holders of shares of any Fund nor any Trustee, officer, agent or employee of the
Trust shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
the Trust only shall be liable.
IN WITNESS WHEREOF, the Trust has adopted this Distribution Plan
effective as of the ______ day of ____________, 199_.
PIMCO FUNDS: MULTI-MANAGER SERIES
By: _____________________________
TITLE:
68747.11
- 5 -
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
NFJ Equity Income Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the NFJ Equity Income Fund, a portfolio of PIMCO Funds:
Equity Advisors Series (the "Fund"), which the undersigned is entitled to vote
at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors Series to
be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840 Newport Center
Drive, Suite 360, Newport Beach, California 92660-9030, and at any adjournment
thereof, as fully as the undersigned would be entitled to vote if personally
present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. Segall, W. Bryant Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
III.A. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _______________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
NFJ Diversified Low P/E Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the NFJ Diversified Low P/E Fund, a portfolio of PIMCO
Funds: Equity Advisors Series (the "Fund"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors
Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840
Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
II.B.To approve the acquisition by the Fund of substantially all of the assets
(subject to the liabilities) of the Value Fund, a series of PIMCO Advisors
Funds.
_____ FOR _____ AGAINST _____ ABSTAIN
III.B. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _______________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
NFJ Small Cap Value Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the NFJ Small Cap Value Fund, a portfolio of PIMCO Funds:
Equity Advisors Series (the "Fund"), which the undersigned is entitled to vote
at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors Series to
be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840 Newport Center
Drive, Suite 360, Newport Beach, California 92660-9030, and at any adjournment
thereof, as fully as the undersigned would be entitled to vote if personally
present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
III.C. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Cadence Capital Appreciation Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Cadence Capital Appreciation Fund, a portfolio of
PIMCO Funds: Equity Advisors Series (the "Fund"), which the undersigned is
entitled to vote at the Special Meeting of Shareholders of PIMCO Funds: Equity
Advisors Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at
840 Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and
at any adjournment thereof, as fully as the undersigned would be entitled to
vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
III.D. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Cadence MidCap Growth Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Cadence MidCap Growth Fund, a portfolio of PIMCO
Funds: Equity Advisors Series (the "Fund"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors
Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840
Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
II.A.To approve the acquisition by the Fund of substantially all of the assets
(subject to the liabilities) of the Discovery Fund, a series of PIMCO
Advisors Funds.
_____ FOR _____ AGAINST _____ ABSTAIN
III. To approve an Addendum to the Portfolio Management Agreement between PIMCO
Advisors, L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Cadence Micro Cap Growth Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Cadence Micro Cap Growth Fund, a portfolio of PIMCO
Funds: Equity Advisors Series (the "Fund"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors
Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840
Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
III.F. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _______________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Cadence Small Cap Growth Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Cadence small Cap Growth Fund, a portfolio of PIMCO
Funds: Equity Advisors Series (the "Fund"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors
Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840
Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
III.G. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Parametric Enhanced Equity Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Parametric Enhanced Equity Fund, a portfolio of PIMCO
Funds: Equity Advisors Series (the "Fund"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of PIMCO Funds: Equity Advisors
Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at 840
Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and at
any adjournment thereof, as fully as the undersigned would be entitled to vote
if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a line
through the nominee's name in the list above.)
III.H. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Blairlogie Emerging Markets Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Blairlogie Emerging Markets Fund, a portfolio of
PIMCO Funds: Equity Advisors Series (the "Fund"), which the undersigned is
entitled to vote at the Special Meeting of Shareholders of PIMCO Funds: Equity
Advisors Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at
840 Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and
at any adjournment thereof, as fully as the undersigned would be entitled to
vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
III. To approve an Addendum to the Portfolio Management Agreement between PIMCO
Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Blairlogie International Active Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Blairlogie International Active Fund, a portfolio of
PIMCO Funds: Equity Advisors Series (the "Fund"), which the undersigned is
entitled to vote at the Special Meeting of Shareholders of PIMCO Funds: Equity
Advisors Series to be held at 8:00 a.m., Pacific time, on December 20, 1996, at
840 Newport Center Drive, Suite 360, Newport Beach, California 92660-9030, and
at any adjournment thereof, as fully as the undersigned would be entitled to
vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
III.I. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and the Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Balanced Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Balanced Fund, a portfolio of PIMCO Funds: Equity
Advisors Series (the "Fund"), which the undersigned is entitled to vote at the
Special Meeting of Shareholders of PIMCO Funds: Equity Advisors Series to be
held at 8:00 a.m., Pacific time, on December 20, 1996, at 840 Newport Center
Drive, Suite 360, Newport Beach, California 92660-9030, and at any adjournment
thereof, as fully as the undersigned would be entitled to vote if personally
present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
III.J. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and one of the Fund's Portfolio Manager, NFJ Investment
Group.
_____ FOR _____ AGAINST _____ ABSTAIN
III.K. To approve an Addendum to the Portfolio Management Agreement between
PIMCO Advisors L.P. and one of the Fund's Portfolio Managers, Cadence
Capital Management.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Columbus Circle Investors Core Equity Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Columbus Circle Investors Core Equity Fund, a
portfolio of PIMCO Funds: Equity Advisors Series (the "Fund"), which the
undersigned is entitled to vote at the Special Meeting of Shareholders of PIMCO
Funds: Equity Advisors Series to be held at 8:00 a.m., Pacific time, on December
20, 1996, at 840 Newport Center Drive, Suite 360, Newport Beach, California
92660-9030, and at any adjournment thereof, as fully as the undersigned would be
entitled to vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
<PAGE>
PROXY CARD PROXY CARD
PIMCO FUNDS: EQUITY ADVISORS SERIES
Columbus Circle Investors Mid Cap Equity Fund
A Proxy for a Meeting
of Shareholders
to be held on December 20, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
__________ or __________, or any of them as Proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all shares of
beneficial interest of the Columbus Circle Investors Mid Cap Equity Fund, a
portfolio of PIMCO Funds: Equity Advisors Series (the "Fund"), which the
undersigned is entitled to vote at the Special Meeting of Shareholders of PIMCO
Funds: Equity Advisors Series to be held at 8:00 a.m., Pacific time, on December
20, 1996, at 840 Newport Center Drive, Suite 360, Newport Beach, California
92660-9030, and at any adjournment thereof, as fully as the undersigned would be
entitled to vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
I. To elect the following persons to serve as Trustees: E. Philip Cannon,
Donald P. Carter, Gary A. Childress, Gary L. Light, Joel Segall, W. Bryant
Stooks, Gerald M. Thorne, and Robert A. Prindiville.
_____ FOR _____ ABSTAIN
(Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the list above.)
II. [For Cadence Mid Cap Growth Fund and NFJ Diversified Low P/E Fund only] To
approve the acquisition by the Fund of substantially all of the assets
(subject to the liabilities) of the [ ] Fund.
_____ FOR _____ AGAINST _____ ABSTAIN
III. [For all Funds except the Columbus Circle Funds] To approve an Addendum to
the Portfolio Management Agreement between PIMCO Advisors, L.P. and the
Fund's Portfolio Manager.
_____ FOR _____ AGAINST _____ ABSTAIN
IV. To approve a Second Amended and Restated Declaration of Trust.
_____ FOR _____ AGAINST _____ ABSTAIN
V. (With respect to Administrative Class Shares only) To approve an
Administrative Class Distribution Plan.
_____ FOR _____ AGAINST _____ ABSTAIN
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH MATTERS AS MAY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: ____________________
Signature(s): ______________________________________
Signature (of joint
owner, if any): _____________________________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners should
each sign this proxy. Please sign, date and return in the enclosed envelope.
