Exhibit 5(a)(v)
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
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PIMCO Funds: Multi-Manager Series
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__________, 1999
PIMCO Advisors L.P.
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RE: Mega-Cap Fund
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
PIMCO Advisors L.P. (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consisting of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. Up to six separate classes of shares of beneficial interest in
the Trust are offered to investors with respect to each investment portfolio.
PIMCO Mega-Cap Fund (the "New Fund") is a separate investment portfolio of the
Trust.
2. The Trust and the Adviser have entered into an Amended and Restated
Investment Advisory Agreement dated November 15, 1994, as further amended and
restated as of January 14, 1997 (the "Agreement") and as further supplemented
from time to time, pursuant to which the Trust employs the Adviser to provide
investment advisory and other services specified in the Agreement, and the
Adviser has accepted such employment.
3. As provided in paragraph 1 of the Agreement, the Trust hereby appoints
the Adviser to serve as Investment Adviser with respect to the New Fund, and the
Adviser accepts such appointment, the terms and conditions of such employment to
be governed by the Agreement, which is hereby incorporated herein by reference.
4. As provided in paragraph 9 of the Agreement and subject to further
conditions set forth therein, the Trust shall with respect to the New Fund pay
the Adviser a monthly fee at the following annual rate based upon the average
daily net assets of the New Fund:
Fund Fee Rate
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Mega-Cap Fund 0.45%
5. This Addendum and the Agreement shall take effect with respect to the
New Fund on __________, 1999, and shall remain in effect, unless sooner
terminated as provided in the Agreement and herein, with respect to the New Fund
for a period of two years following such date. This Addendum and the Agreement
shall continue thereafter on an annual basis with respect to the New Fund
provided that such continuance is specifically approved at least annually (a) by
vote of a majority of the Board of Trustees of the Trust, or (b) by vote of a
majority of the outstanding voting shares of the New Fund, and provided
continuance is also approved by vote of a majority of the Board of Trustees of
the Trust who are not parties to this Addendum or the Agreement or "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust, or the Adviser, cast in
person at a meeting called for the purpose of voting on such approval. This
Addendum and the Agreement may not be materially amended without a majority vote
of the outstanding voting shares (as defined in the ▇▇▇▇ ▇▇▇) of the New Fund.
However, any approval of this Addendum and the Agreement by the holders of
a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of the New
Fund shall be effective to continue the Addendum and the Agreement with respect
to the New Fund notwithstanding (a) that this Addendum and the Agreement have
not been approved by the holders of a majority of the outstanding shares of any
other investment portfolio of the Trust or (b) that this Addendum and the
Agreement have not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. The Agreement will terminate automatically with
respect to the services provided by the Adviser in the event of its assignment,
as that term in defined in the 1940 Act, by the Adviser.
This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Adviser, without the payment of any penalty, by vote of a majority of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting shares of the Trust or by vote of a majority of the outstanding voting
shares the New Fund, on 60 days' written notice to the Adviser;
(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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If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
PIMCO Funds: Multi-Manager Series
By:
______________________________
Title:
ACCEPTED:
PIMCO Advisors L.P.
By: ____________________________________
Title:
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