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Exhibit (d)(l)(i)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 15th day of November, 1994 and amended and restated
effective as of this 5th day of May, 2000 between PIMCO Funds: Multi-Manager
Series ("Trust"), a Massachusetts business trust, and PIMCO Advisors L.P.
("Adviser"), a limited partnership.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established multiple series, including
operational series or series that are expected to be operational that are
designated as the PIMCO International Fund, PIMCO Capital Appreciation Fund,
PIMCO Mid-Cap Fund, PIMCO Small-Cap Fund, PIMCO Micro-Cap Fund, PIMCO
Renaissance Fund, PIMCO International Growth Fund, PIMCO Growth Fund, PIMCO
Target Fund, PIMCO Opportunity Fund, PIMCO Select Growth Fund, PIMCO Mid-Cap
Equity Fund, PIMCO Innovation Fund, PIMCO Equity Income Fund, PIMCO Value Fund,
PIMCO Small-Cap Value Fund, PIMCO Enhanced Equity Fund, PIMCO Structured
Emerging Markets Fund, PIMCO Tax-Efficient Equity Fund, PIMCO Mega-Cap Fund,
PIMCO Tax-Efficient Structured Emerging Markets Fund, NFJ Equity Income Fund,
NFJ Value Fund, NFJ Value 25 Fund, PIMCO Global Innovation Fund, PIMCO Funds
Asset Allocation Series - 90/10 Portfolio, PIMCO Funds Asset Allocation Series -
60/40 Portfolio and PIMCO Funds Asset Allocation Series - 30/70 Portfolio, such
series together with any other series subsequently established by the Trust,
with respect to which the Trust desires to retain the Adviser to render
investment advisory services hereunder, and with respect to which the Adviser is
willing to do so, being herein collectively referred to also as the "Funds"; and
WHEREAS, the Adviser is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Adviser is the parent company or an affiliate of other
companies that render investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser so that it and its
subsidiaries and affiliates will render investment advisory services to the
Funds in the manner and on the terms hereinafter set forth; and
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WHEREAS, the Adviser is willing to render such services and engage its
subsidiaries, affiliates, and others to render such services to the Trust;
NOW, THEREFORE, in consideration of the premises, the promises, and mutual
covenants herein contained, it is agreed between the parties as follows:
1. Appointment. The Trust hereby appoints the Adviser to provide investment
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advisory services to the Trust with respect to the Funds for the period and
on the terms set forth in this Agreement. The Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
In the event the Trust establishes and designates additional series with
respect to which it desires to retain the Adviser to render investment
advisory services hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services it shall notify the Trust in
writing, whereupon such additional series shall become a Fund hereunder.
2. Duties. Subject to the general supervision of the Board of Trustees, the
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Adviser shall provide general, overall advice and guidance with respect to
the Funds and provide advice and guidance to the Trust's Trustees. In
discharging these duties the Adviser shall, either directly or indirectly
through others ("Portfolio Managers") engaged by it pursuant to Section 3
of this Agreement, provide a continuous investment program for each Fund
and determine the composition of the assets of each Fund, including
determination of the purchase, retention, or sale of the securities, cash,
and other investments for the Fund. The Adviser (or Portfolio Manager) will
provide investment research and analysis, which may consist of a
computerized investment methodology, and will conduct a continuous program
of evaluation, investment, sales, and reinvestment of the Fund assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Fund, when these
transactions should be executed, and what portion of the assets of the Fund
should be held in the various securities and other investments in which it
may invest, and the Adviser (or Portfolio Manager) is hereby authorized to
execute and perform such services on behalf of the Fund. To the extent
permitted by the investment policies of the Fund, the Adviser (or Portfolio
Manager) shall make decisions for the Fund as to foreign currency matters
and make determinations as to the retention or disposition of foreign
currencies or securities or other instruments denominated in foreign
currencies or derivative instruments based upon foreign currencies,
including forward foreign currency contracts and options and futures on
foreign currencies, and shall execute and perform the same. The Adviser (or
Portfolio Manager) will provide the services under this Agreement for each
Fund in accordance with the Fund's investment objective or objectives,
investment policies, and investment restrictions as stated in the Trust's
Registration Statement filed on Form N-1A with the SEC as supplemented or
amended from time to time.
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In performing these duties, the Adviser, either directly or indirectly through
others selected by the Adviser:
a. Shall conform with the 1940 Act and all rules and regulations thereunder,
all other applicable federal and state laws and regulations, with any
applicable procedures adopted by the Trust's Board of Trustees, and with
the provisions of the Trust's Registration Statement filed on Form N-1A as
supplemented or amended from time to time.
b. Shall use reasonable efforts to manage each Fund so that it qualifies as a
regulated investment company under Subchapter M of the Internal Revenue
Code.
c. Is responsible, in connection with its responsibilities under this Section
2, for decisions to buy and sell securities and other investments for the
Funds, for broker-dealer and futures commission merchant ("FCM") selection,
and for negotiation of commission rates. The Adviser's (or Portfolio
Manager's) primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Fund, taking into
account the factors specified in the Prospectus and Statement of Additional
Information for the Trust, as they may be amended or supplemented from time
to time. Subject to such policies as the Board of Trustees may determine
and consistent with Section 28(e) of the Securities Exchange Act of 1934,
the Adviser (or Portfolio Manager) shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer, acting as agent, for effecting a portfolio transaction at a price
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Adviser (or Portfolio
Manager) determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's (or Portfolio Manager's) overall
responsibilities with respect to the Fund and to their other clients as to
which they exercise investment discretion. To the extent consistent with
these standards, and in accordance with Section 11(a) of the Securities
Exchange Act of 1934 and Rule 11a2-(T) thereunder, and subject to any other
applicable laws and regulations, the Adviser (or Portfolio Manager) is
further authorized to allocate the orders placed by it on behalf of the
Fund to the Adviser (or Portfolio Manager) if it is registered as a broker
or dealer with the SEC, to its affiliate that is registered as a broker or
dealer with the SEC, or to such brokers and dealers that also provide
research or statistical research and material, or other services to the
Fund or the Adviser (or Portfolio Manager). Such allocation shall be in
such
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amounts and proportions as the Adviser shall determine consistent with
the above standards, and, upon request, the Adviser will report on
said allocation regularly to the Board of Trustees of the Trust
indicating the broker-dealers to which such allocations have been made
and the basis therefor.
d. May, on occasions when the purchase or sale of a security is deemed to
be in the best interest of a Fund as well as any other investment
advisory clients, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities
to be so sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the
Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser (or Portfolio Manager) in a
manner that is fair and equitable in the judgment of the Adviser (or
Portfolio Manager) in the exercise of its fiduciary obligations to the
Trust and to such other clients.
e. Will, in connection with the purchase and sale of securities for each
Fund, arrange for the transmission to the custodian for the Trust on a
daily basis, such confirmation, trade tickets, and other documents and
information, including, but not limited to, Cusip, Sedol, or other
numbers that identify securities to be purchased or sold on behalf of
the Fund, as may be reasonably necessary to enable the custodian to
perform its administrative and recordkeeping responsibilities with
respect to the Fund, and, with respect to portfolio securities to be
purchased or sold through the Depository Trust Company, will arrange
for the automatic transmission of the confirmation of such trades to
the Trust's custodian.
f. Will make available to the Trust, promptly upon request, any of the
Funds' investment records and ledgers as are necessary to assist the
Trust to comply with requirements of the 1940 Act and the Investment
Advisers Act of 1940, as well as other applicable laws, and will
furnish to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Trust
are being conducted in a manner consistent with applicable laws and
regulations.
g. Will regularly report to the Trust's Board of Trustees on the
investment program for each Fund and the issuers and securities
represented in each Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to the Funds such periodic and special
reports as the Trustees may reasonably request.
3. Appointment of Portfolio Managers. The Adviser may, at its expense and
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subject to its supervision, engage one or more persons, including, but not
limited to, subsidiaries and
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affiliated persons of the Adviser, to render any or all of the investment
advisory services that the Adviser is obligated to render under this
Agreement including, for one or more of the Funds and, to the extent
required by applicable law, subject to the approval of the Trust's Board of
Trustees and/or the shareholders of one or more of the Funds, a person to
render investment advisory services including the provision of a continuous
investment program and the determination of the composition of the
securities and other assets of such Fund or Funds.
4. Documentation. The Trust has delivered copies of each of the following
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documents to the Adviser and will deliver to it all future amendments and
supplements thereto, if any:
a. the Trust's Registration Statement as filed with the SEC and any
amendments thereto; and
b. exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
The Adviser has delivered to the Trust copies of the Adviser's and the
Portfolio Managers' Uniform Application for Investment Adviser Registration
on Form ADV, as filed with the SEC. The Adviser agrees to provide the Trust
with current copies of the Adviser's and the Portfolio Managers' Forms ADV,
and any supplements or amendments thereto, as filed with the SEC.
5. Records. The Adviser agrees to maintain and to preserve for the periods
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prescribed under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Funds by the 1940 Act. The
Adviser further agrees that all records which it maintains for the Funds
are the property of the Trust and it will promptly surrender any of such
records upon request.
6. Expenses. During the term of this Agreement, the Adviser will pay all
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expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are assumed by the Funds under this
Agreement and any expenses that are paid by a party other than the Trust
under the terms of any other agreement to which the Trust is a party or a
third-party beneficiary. The Adviser further agrees to pay or cause its
subsidiaries or affiliates to pay all salaries, fees, and expenses of any
officer or Trustee of the Trust who is an officer, director, or employee of
the Adviser or a subsidiary or affiliate of the Adviser. The Adviser
assumes and shall pay for maintaining its staff and personnel and shall, at
its own expense provide the equipment, office space, and facilities
necessary to perform its obligations under this Agreement. The Adviser
shall not, under the terms of this Agreement, bear the following expenses
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(although the Adviser or an affiliate may bear certain of these expenses under
one or more other agreements):
a. Expenses of all audits by Trust's independent public accountants;
b. Expenses of the Trust's transfer agent(s), registrar, dividend disbursing
agent(s), and shareholder recordkeeping services;
c. Expenses of the Trust's custodial services, including recordkeeping
services provided by the custodian;
d. Expenses of obtaining quotations for calculating the value of each Fund's
net assets;
e. Expenses of obtaining Portfolio Activity Reports for each Fund;
f. Expenses of maintaining the Trust's tax records;
g. Salaries and other compensation of any of the Trust's executive officers
and employees, if any, who are not officers, directors, stockholders, or
employees of the Adviser, its subsidiaries or affiliates, or any Portfolio
Manager of the Trust;
h. Taxes, if any, levied against the Trust or any of its Funds;
i. Brokerage fees and commissions in connection with the purchase and sale of
portfolio securities for any of the Funds;
j. Costs, including the interest expenses, of borrowing money;
k. Costs and/or fees incident to meetings of the Trust's shareholders, the
preparation and mailings of prospectuses and reports of the Trust to its
shareholders, the filing of reports with regulatory bodies, the maintenance
of the Trust's existence and qualification to do business, and the
registration of shares with federal and state securities authorities;
l. The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
m. Costs of printing certificates representing shares of the Trust;
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n. Trustees' fees and expenses to trustees who are not officers, employees, or
stockholders of the Adviser, its subsidiaries or affiliates, or any
Portfolio Manager of the Trust;
o. The Trust's pro rata portion of the fidelity bond required by Section 17(g)
of the 1940 Act, or other insurance premiums;
p. Association membership dues;
q. Extraordinary expenses as may arise, including expenses incurred in
connection with litigation, proceedings, other claims and the legal
obligations of the Trust to indemnify its trustees, officers, employees,
shareholders, distributors, and agents with respect thereto; and
r. Organizational and offering expenses and, if applicable, reimbursement
(with interest) of underwriting discounts and commissions.
7. Liability. The Adviser shall give the Trust the benefit of the Adviser's
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best judgment and efforts in rendering services under this Agreement. The
Adviser may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Adviser's undertaking to render
services under this Agreement, the Trust agrees that neither the Adviser
nor its stockholders, partners, limited partners, officers, directors,
employees, or agents shall be subject to any liability for, or any damages,
expenses or losses incurred in connection with, any act or omission or
mistake in judgment connected with or arising out of any services rendered
under this Agreement, except by reason of willful misfeasance, bad faith,
or gross negligence in performance of the Adviser's duties, or by reason of
reckless disregard of the Adviser's investment advisory obligations and
duties under this Agreement.
8. Independent Contractor. The Adviser shall for all purposes herein be deemed
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to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from
time to time, have no authority to act for or represent the Trust in any
way or otherwise be deemed its agent.
9. Compensation. As compensation for the services rendered under this
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Agreement, the Trust shall pay to the Adviser a fee at an annual rate of
the average daily net assets of each of the Funds as set forth on the
Schedule attached hereto. The fees payable to the Adviser for all of the
Funds shall be computed and accrued daily and paid monthly. If the Adviser
shall serve for less than any whole month, the foregoing compensation shall
be prorated.
10. Non-Exclusivity. It is understood that the services of the Adviser
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hereunder are not exclusive, and the Adviser shall be free to render
similar services to other investment
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companies and other clients whether or not their investment objectives are
similar to those of any of the Funds.
11. Term and Continuation. This Agreement shall take effect as of the date
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hereof, and shall remain in effect, unless sooner terminated as provided
herein, with respect to a Fund for a period of two years following the date
set forth on the attached Schedule. This Agreement shall continue
thereafter on an annual basis with respect to a Fund provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of the Board of Trustees of the Trust, or (b) by vote of a
majority of the outstanding voting shares of the Fund, and provided
continuance is also approved by the vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of the Trust, or the Adviser, cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement may not be materially amended without a majority vote of the
outstanding voting shares (as defined in the 1940 Act) of the pertinent
Fund or Funds.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 1940 Act) of a particular Fund shall
be effective to continue this Agreement with respect to such Fund
notwithstanding (a) that this Agreement has not been approved by the
holders of a majority of the outstanding shares of any other Fund or (b)
that this Agreement has not been approved by the vote of a majority of the
outstanding shares of the Trust, unless such approval shall be required by
any other applicable law or otherwise. This Agreement will terminate
automatically with respect to the services provided by the Adviser in the
event of its assignment, as that term is defined in the 1940 Act, by the
Adviser.
This Agreement may be terminated:
a. by the Trust at any time with respect to the services provided by the
Adviser, without the payment of any penalty, by vote of a majority of
the Board of Trustees of the Trust or by a vote of a majority of the
outstanding voting shares of the Trust or, with respect to a
particular Fund, by vote of a majority of the outstanding voting
shares of such Fund, on 60 days' written notice to the Adviser or, in
the case of the PIMCO Growth Fund, PIMCO Target Fund, PIMCO
Opportunity Fund, PIMCO Innovation Fund, PIMCO Renaissance Fund and
PIMCO International Fund, by a vote of a majority of the Trustees of
the Trust who are not "interested persons" (as such term is defined in
the 1940 Act) of the Trust;
b. by the Adviser at any time, without the payment of any penalty, upon
60 days' written notice to the Trust.
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12. Use of Name. It is understood that the name "PIMCO Advisors L.P." or
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"PIMCO" or any derivative thereof or logo associated with those names are
the valuable property of the Adviser and its affiliates, and that the Trust
and/or the Funds have the right to use such names (or derivatives or logos)
only so long as this Agreement shall continue with respect to such Trust
and/or Funds. Upon termination of this Agreement, the Trust (or Fund) shall
forthwith cease to use such names (or derivatives or logos) and, in the
case of the Trust, shall promptly amend its Declaration of Trust to change
its name.
13. Notices. Notices of any kind to be given to the Advisor by the Trust shall
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be in writing and shall be duly given if mailed or delivered to the Adviser
at 800 Newport Center Drive, Newport Beach, California 92660, or to such
other address or to such individual as shall be specified by the Adviser.
Notices of any kind to be given to the Trust by the Adviser shall be in
writing and shall be duly given if mailed or delivered to 840 Newport
Center Drive, Newport Beach, California 92660, or to such other address or
to such individual as shall be specified by the Trust.
14. Fund Obligation. A copy of the Trust's Second Amended and Restated
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Agreement and Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and notice is hereby given that the Agreement
has been executed on behalf of the Trust by a trustee of the Trust in his
or her capacity as trustee and not individually. The obligations of this
Agreement shall only be binding upon the assets and property of the Trust
and shall not be binding upon any trustee, officer, or shareholder of the
Trust individually.
15. Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall be deemed to be an original.
16. Miscellaneous
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a. This Agreement shall be governed by the laws of California, provided
that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Investment Advisers Act of 1940, or any rule or
order to the SEC thereunder.
b. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise with regard to
any part hereunder, such provisions with respect to other parties
hereto shall not be affected thereby.
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c. The captions in this Agreement are included for convenience only and
in no way define any of the provisions hereof or otherwise affect
their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
PIMCO FUNDS: MULTI-MANAGER SERIES
Attest:__________________________ By:_________________________________
Title:___________________________ Title:______________________________
PIMCO ADVISORS L.P.
Attest:__________________________ By:_________________________________
Title:___________________________ Title:______________________________
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Schedule to Amended and Restated
Investment Advisory Agreement
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Fund Fee Rate Effective Date
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PIMCO Tax-Efficient Equity Fund .45% 05/05/2000
PIMCO Capital Appreciation Fund .45% 05/05/2000
PIMCO Mega-Cap Fund .45% 05/05/2000
PIMCO Mid-Cap Fund .45% 05/05/2000
PIMCO Tax-Efficient Structured
Emerging Markets Fund .45% 05/05/2000
PIMCO Equity Income Fund .45% 05/05/2000
PIMCO Value Fund .45% 05/05/2000
PIMCO Enhanced Equity Fund .45% 05/05/2000
PIMCO Structured Emerging Markets Fund .45% 05/05/2000
PIMCO Growth Fund .50% 05/05/2000
PIMCO International Fund .55% 05/05/2000
PIMCO Target Fund .55% 05/05/2000
PIMCO Select Growth Fund .60% 05/05/2000
PIMCO Renaissance Fund .60% 05/05/2000
PIMCO Small-Cap Value Fund .60% 05/05/2000
PIMCO Mid-Cap Equity Fund .63% 05/05/2000
PIMCO Opportunity Fund .65% 05/05/2000
PIMCO Innovation Fund .65% 05/05/2000
PIMCO International Growth Fund .75% 05/05/2000
PIMCO Small-Cap Fund 1.00% 05/05/2000
PIMCO Micro-Cap Fund 1.25% 05/05/2000
NFJ Equity Income Fund .45% 05/05/2000
NFJ Value Fund .45% 05/05/2000
NFJ Value 25 Fund .50% 05/05/2000
PIMCO Global Innovation Fund 1.00% 05/05/2000
PIMCO Funds Asset Allocation Series -
90/10 Portfolio None 05/05/2000
60/40 Portfolio None 05/05/2000
30/70 Portfolio None 05/05/2000
