EXHIBIT 6(b)
SUPPLEMENT TO DISTRIBUTION CONTRACT
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PIMCO Funds: Multi-Manager Series
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__________ __, 1997
PIMCO Funds Distribution Company
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Re: Tax-Managed Structured Emerging Markets Fund and
International Growth Fund
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
PIMCO Advisors Distribution Company (the "Distributor") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consisting of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. Up to five separate classes of shares of beneficial interest in
the Trust are offered to investors with respect to each investment portfolio.
The PIMCO Tax-Managed Structured Emerging Markets Fund and the PIMCO
International Growth Fund (together, the "Funds") are separate investment
portfolios of the Trust.
2. The Trust and the Distributor have entered into a Distribution
Contract (the "Contract") dated January 14, 1997, pursuant to which the
Distributor has agreed to be the distributor of shares of beneficial interest in
the Trust.
3. In accordance with paragraph 1 of the Contract, the Trust and the
Distributor hereby designate the Funds as additional investment portfolios to
which the Contract pertains and adopt the Contract with respect to the Funds,
the terms and conditions of the Contract being hereby incorporated herein by
reference.
4. This Supplement and the Contract shall become effective with respect
to the Funds on____________, 1997 and shall remain in full force and effect
continuously as to a Fund and a class of shares thereof (unless terminated
automatically as set forth in Section 17 of the Contract) until terminated:
(a) Either by such Fund or such class or the Distributor by not more than
sixty (60) days' nor less than thirty (30) days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party; or
(b) Automatically as to a Fund or class thereof at the close of business
one year from the date hereof, or upon the expiration of one year from the
effective date of the last continuance of the Contract, whichever is later, if
the continuance of the Contract is not specifically approved at least annually
by the Trustees of the Trust or the shareholders of such Fund or such class by
the affirmative vote of a majority of the outstanding shares of such Fund or
such class, and by a majority of the Trustees of the Trust who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plans (as defined in the Contract) or the
Contract by vote cast in person at a meeting called for the purpose of voting on
such approval.
Action by a Fund or a class thereof under (a) above may be taken either (i)
by vote of the Trustees of the Trust, or (ii) by the affirmative vote of a
majority of the outstanding shares of such Fund or such class. The requirement
under (b) above that the continuance of this Contract be "specifically approved
at least annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
Termination of this Addendum and the Contract pursuant to this section
shall be without the payment of any penalty.
If the Contract is terminated or not renewed with respect to a Fund or
other investment portfolios of the Trust or classes thereof, it may continue in
effect with respect to any Fund or any class thereof as to which it has not been
terminated (or has been renewed).
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
PIMCO Funds: Multi-Manager Series
By: _________________________________
Title:
ACCEPTED:
PIMCO Funds Distribution Company
By: _______________________
Title:
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