EXHIBIT 5(b)(ix)
PIMCO FUNDS: MULTI-MANAGER SERIES
PIMCO International Fund
PORTFOLIO MANAGEMENT AGREEMENT
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AGREEMENT made this 30th day of April, 1999 between PIMCO Advisors L.P.
("Adviser"), a limited partnership, and Blairlogie Capital Management (the
"Portfolio Manager"), a partnership.
WHEREAS, PIMCO Funds: Multi-Manager Series (the "Trust") is registered with
the Securities and Exchange Commission ("SEC") as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio; and
WHEREAS, the Trust has established multiple series, including operational
series or series that are expected to be operational that are designated as the
PIMCO International Fund, PIMCO Capital Appreciation Fund, PIMCO Mid-Cap Growth
Fund, PIMCO Small-Cap Growth Fund, PIMCO Micro-Cap Growth Fund, PIMCO
Renaissance Fund, PIMCO Core Equity Fund, PIMCO International Growth Fund, PIMCO
Mid-Cap Equity Fund, PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Value 25
Fund, PIMCO Small-Cap Value Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO
Opportunity Fund, PIMCO Innovation Fund, PIMCO Enhanced Equity Fund, PIMCO
Structured Emerging Markets Fund, PIMCO Tax-Efficient Equity Fund, PIMCO Tax-
Efficient Structured Emerging Markets Fund, PIMCO Balanced Fund, PIMCO Precious
Metals Fund, PIMCO Hard Assets 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, being collectively referred to
hereinafter as the "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Trust has retained the Adviser to render management services
to the Fund (as defined below) pursuant to an Investment Advisory Agreement
dated as of November 15, 1994, as from time to time amended, supplemented or
modified, and such Agreement authorizes the Adviser to engage Portfolio Managers
to discharge the Adviser's responsibilities with respect to the management of
the Series; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to furnish
investment advisory services to one or more of the Series of the Trust, and the
Portfolio Manager is
willing to furnish such services to such Series and the Adviser in the manner
and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Adviser and the
Portfolio Manager as follows:
1. Appointment. The Adviser hereby appoints Blairlogie Capital
Management to act as Portfolio Manager to the PIMCO International Fund (the
"Fund") for the periods and on the terms set forth in this Agreement.
The Portfolio Manager accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to
render investment advisory services to one or more Series other than the
Fund, the Adviser shall notify the Portfolio Manager in writing. If the
Portfolio Manager is willing to render such services, it shall notify the
Adviser in writing.
2. Portfolio Management Duties. Subject to the supervision of the
Trust's Board of Trustees and the Adviser, the Portfolio Manager will
provide a continuous investment program for the 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. The Portfolio Manager will provide investment research and
analysis, which may consist of computerized investment methodology, and
will conduct a continuous program of evaluation, investment, sales, and
reinvestment of the Fund's 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 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 Portfolio Manager shall make decisions for the Fund as to foreign
currency matters and make determinations as to the retention or disposition
of foreign currencies or securities or other instruments denominated in
foreign currencies, or derivative instruments based upon foreign
currencies, including forward foreign currency contracts and options and
futures on foreign currencies and shall execute and perform the same on
behalf of the Fund. The Portfolio Manager will provide the services under
this Agreement 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, copies of which shall be sent to
the Portfolio Manager by the Adviser. In performing these duties, the
Portfolio Manager:
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a. Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's
Board of Trustees, and with the provisions of the Trust's Registration
Statement filed on Form N-1A, as supplemented or amended from time to
time.
b. Shall use reasonable efforts to manage the 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 Fund, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates.
The Portfolio Manager's primary consideration in effecting a security
or other transaction will be to obtain the best execution for the
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 Act of 1934, the Portfolio Manager shall not be
deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of its having caused
the 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 Portfolio Manager determines in good faith that
such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Portfolio
Manager's overall responsibilities with respect to the Fund and to its
other clients as to which it exercises investment discretion. To the
extent consistent with these standards, and in accordance with Section
11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations,
the Portfolio Manager is further authorized to allocate the orders
placed by it on behalf of the Fund to the Portfolio Manager if it is
registered as a broker or dealer with the SEC, to its affiliate that
is registered as a broker or dealer with the SEC, or to such brokers
and dealers that also provide research or statistical research and
material, or other services to the Fund or the Portfolio Manager. Such
allocation shall be in such amounts and proportions as the Portfolio
Manager shall determine consistent with the above standards, and, upon
request, the Portfolio Manager will report on said allocation to the
Adviser and Board of Trustees of the Trust, indicating the brokers or
dealers to which such allocations have been made and the basis
therefor.
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d. May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of the Fund as well as any other
investment advisory clients, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other clients
where such aggregation is not inconsistent with the policies set forth
in the Registration Statement. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Portfolio Manager in a manner
that is fair and equitable in the judgment of the Portfolio Manager in
the exercise of its fiduciary obligations to the Trust and to such
other clients.
e. Will, in connection with the purchase and sale of securities
for the Fund, arrange for the transmission to the custodian for the
Trust on a daily basis, such confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip,
Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Fund, as may be reasonably necessary to enable
the custodian to perform its administrative and recordkeeping
responsibilities with respect to the Fund, and, with respect to
portfolio securities to be purchased or sold through the Depository
Trust Company, will arrange for the automatic transmission of the
confirmation of such trades to the Trust's custodian.
f. Will assist the custodian and recordkeeping agent(s) for the
Trust in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement for the Trust, the value
of any portfolio securities or other assets of the Fund for which the
custodian and recordkeeping agent(s) seek assistance from the
Portfolio Manager or identify for review by the Portfolio Manager.
g. Will make available to the Trust and Adviser, promptly upon
request, the Fund's investment records and ledgers as are necessary to
assist the Trust to comply with the requirements of the 1940 Act and
the Advisers Act, as well as other applicable laws, and will furnish
to regulatory authorities having the requisite authority any
information or reports in connection with such services which may be
requested in order to ascertain whether the operations of the Trust
are being conducted in a manner consistent with applicable laws and
regulations.
h. Will regularly report to the Trust's Board of Trustees on the
investment program for the Fund and the issuers and securities
represented in the Fund's portfolio, and will furnish the Trust's
Board of Trustees with respect to the Fund such periodic and special
reports as the Trustees may reasonably request.
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i. Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has
not, to the best of the Portfolio Manager's knowledge:
i. been convicted, in the last ten (10) years, of any
felony or misdemeanor involving the purchase or sale of any
security or arising out of such person's conduct as an
underwriter, broker, dealer, investment adviser, municipal
securities dealer, government securities broker, government
securities dealer, transfer agent, or entity or person required
to be registered under the Commodity Exchange Act, or as an
affiliated person, salesman, or employee of any investment
company, bank, insurance company, or entity or person required to
be registered under the Commodity Exchange Act; or
ii. been permanently or temporarily enjoined by reason of
any misconduct, by order, judgment, or decree of any court of
competent jurisdiction from acting as an underwriter, broker,
dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered
under the Commodity Exchange Act, or as an affiliated person,
salesman or employee of any investment company, bank, insurance
company, or entity or person required to be registered under the
Commodity Exchange Act, or from engaging in or continuing any
conduct or practice in connection with any such activity or in
connection with the purchase or sale of any security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has
reviewed the Registration Statement for the Trust filed with the SEC and
represents and warrants that, with respect to the disclosure about the
Portfolio Manager or information relating, directly or indirectly, to the
Portfolio Manager, such Registration Statement contains, as of the date
hereof, no untrue statement of any material fact and does not omit any
statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading. The
Portfolio Manager further represents and warrants that it is a duly
registered investment adviser under the Advisers Act and a duly registered
investment adviser in all states in which the Portfolio Manager is required
to be registered. The Adviser has received a current copy of the Portfolio
Manager's Uniform Application for Investment Adviser Registration on Form
ADV, as filed with the SEC. The Portfolio Manager agrees to provide the
Adviser with current copies of the Portfolio Manager's Form ADV, and any
supplements or amendments thereto, as filed with the SEC.
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4. Expenses. During the term of this Agreement, the Portfolio
Manager will pay all expenses incurred by it and its staff and for their
activities in connection with its services under this Agreement. The
Portfolio Manager shall not be responsible for any of the following:
a. Expenses of all audits by the Trust's independent public
accountants;
b. Expenses of the Trust's transfer agent(s), registrar,
dividend disbursing agent(s), and shareholder recordkeeping services;
c. Expenses of the Trust's custodial services, including
recordkeeping services provided by the custodian;
d. Expenses of obtaining quotations for calculating the value of
the Fund's net assets;
e. Expenses of obtaining Portfolio Activity Reports for the
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 Adviser, its subsidiaries or
affiliates, or any Portfolio Manager of the Trust;
h. Taxes, if any, levied against the Trust or any of its Series;
i. Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Fund;
j. Costs, including the interest expenses, of borrowing money;
k. Costs and/or fees incident to meetings of the Trust's
shareholders, the preparation and mailings of prospectuses and reports
of the Trust to its shareholders, the filing of reports with
regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;
l. The Trust's legal fees, including the legal fees related to
the registration and continued qualification of the Trust's shares for
sale;
m. Costs of printing stock certificates representing shares of
the Trust;
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n. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate
thereof;
o. The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
p. Association membership dues;
q. Extraordinary expenses of the Trust as may arise, including
expenses incurred in connection with litigation, proceedings and other
claims and the legal obligations of the Trust to indemnify its
trustees, officers, employees, shareholders, distributors, and agents
with respect thereto; and
r. Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and
commissions.
5. Compensation. For the services provided, the Adviser will pay the
Portfolio Manager a fee accrued and computed daily and payable monthly,
based on the average daily net assets of the Fund at the annual rate of
.40% of the average daily net assets of the Fund.
6. [Reserved].
7. Compliance.
a. The Portfolio Manager agrees that it shall immediately notify
the Adviser and the Trust in the event (i) that the SEC has censured
the Portfolio Manager; placed limitations upon its activities,
functions or operations; suspended or revoked its registration as an
investment adviser; or has commenced proceedings or an investigation
that may result in any of these actions, and (ii) upon having a
reasonable basis for believing that the Fund has ceased to qualify or
might not qualify as a regulated investment company under Subchapter M
of the Internal Revenue Code. The Portfolio Manager further agrees to
notify the Adviser and the Trust immediately of any material fact
known to the Portfolio Manager that is not contained in the
Registration Statement or prospectus for the Trust, or any amendment
or supplement thereto, or of any statement contained therein that
becomes untrue in any material respect.
b. The Adviser agrees that it shall immediately notify the
Portfolio Manager in the event (i) that the SEC has censured the
Adviser or the Trust; placed limitations upon either of their
activities, functions, or operations; suspended or revoked the
Adviser's registration as an investment adviser; or has
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commenced proceedings or an investigation that may result in any of
these actions, and (ii) upon having a reasonable basis for believing
that a Fund has ceased to qualify or might not qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code.
8. Independent Contractor. The Portfolio Manager shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Adviser from time
to time, have no authority to act for or represent the Adviser in any way
or otherwise be deemed its agent. The Portfolio Manager understands that
unless expressly provided herein or authorized from time to time by the
Trust, the Portfolio Manager shall have no authority to act for or
represent the Trust in any way or otherwise be deemed the Trust's agent.
9. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Portfolio Manager hereby agrees that all
records which it maintains for the Fund are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon
the Trust's or the Adviser's request, although the Portfolio Manager may,
at its own expense, make and retain a copy of such records. The Portfolio
Manager further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to preserve the records required by Rule 204-2 under
the Advisers Act for the period specified in the Rule.
10. Cooperation. Each party to this Agreement agrees to cooperate
with each other party and with all appropriate governmental authorities
having the requisite jurisdiction (including, but not limited to, the SEC)
in connection with any investigation or inquiry relating to this Agreement
or the Trust.
11. Services Not Exclusive. It is understood that the services of
the Portfolio Manager are not exclusive, and nothing in this Agreement
shall prevent the Portfolio Manager (or its affiliates) from providing
similar services to other clients, including investment companies (whether
or not their investment objectives and policies are similar to those of the
Fund) or from engaging in other activities.
12. Liability. Except as provided in Section 13 and as may otherwise
be required by the 1940 Act or the rules thereunder or other applicable
law, the Adviser agrees that the Portfolio Manager, any affiliated person
of the Portfolio Manager, and each person, if any, who, within the meaning
of Section 15 of the Securities Act of 1933 (the "1933 Act") controls the
Portfolio Manager shall not be liable for, or subject to any damages,
expenses, or losses in connection with, any act or omission connected with
or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Portfolio
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Manager's duties, or by reason of reckless disregard of the Portfolio
Manager's obligations and duties under this Agreement.
13. Indemnification. The Portfolio Manager agrees to indemnify and
hold harmless the Adviser, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and
each person, if any, who, within the meaning of Section 15 of the 1933 Act,
controls ("controlling person") the Adviser (collectively, "Adviser
Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses), to which
the Adviser or such affiliated person or controlling person may become
subject under the 1933 Act, 1940 Act, the Advisers Act, under any other
statute, at common law or otherwise, arising out of the Portfolio Manager's
responsibilities to the Trust which (i) may be based upon any misfeasance,
malfeasance, or nonfeasance by the Portfolio Manager, any of its employees
or representatives, or any affiliate of or any person acting on behalf of
the Portfolio Manager (other than an Adviser Indemnified Person), or
(ii) may be based upon any untrue statement or alleged untrue statement of
a material fact contained in a registration statement or prospectus
covering the Shares of the Trust, the Fund or any Series, or any amendment
thereof or any supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, if such a statement or omission
was made in reliance upon information furnished to the Adviser, the Trust,
or any affiliated person of the Trust by the Portfolio Manager or any
affiliated person of the Portfolio Manager (other than an Adviser
Indemnified Person); provided, however, that in no case is the Portfolio
Manager's indemnity in favor of the Adviser or any affiliated person or
controlling person of the Adviser deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of
his duties, or by reason of his reckless disregard of obligations and
duties under this Agreement.
The Adviser agrees to indemnify and hold harmless the Portfolio
Manager, any affiliated person within the meaning of Section 2(a)(3) of the
1940 Act of the Portfolio Manager and each controlling person of the
Portfolio Manager (collectively, "Blairlogie Indemnified Persons") against
any and all losses, claims, damages, liabilities or litigation (including
legal and other expenses) to which the Portfolio Manager or such affiliated
person or controlling person may become subject under the 1933 Act, the
1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Adviser's responsibilities as adviser of the
Trust which (i) may be based upon any misfeasance, malfeasance, or
nonfeasance by the Adviser, any of its employees or representatives or any
affiliate of or any person acting on behalf of the Adviser (other than a
Blairlogie Indemnified Person) or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares of the Trust, the Fund
or any Series, or any amendment thereof or any supplement thereto, or the
omission or alleged
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omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, unless such
statement or omission was made in reliance upon written information
furnished to the Adviser or any affiliated person of the Adviser by the
Portfolio Manager or any affiliated person of the Portfolio Manager (other
than a Blairlogie Indemnified Person); provided however, that in no case is
the indemnity of the Adviser in favor of the Portfolio Manager, or any
affiliated person or controlling person of the Portfolio Manager deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligations and duties under this Agreement.
14. Duration and Termination. This Agreement shall take effect as of
the date hereof. This Agreement shall remain in effect for two years from
such date and continue thereafter on an annual basis with respect to the
Fund; provided that such annual continuance is specifically approved at
least annually (a) by the vote of a majority of the Board of Trustees of
the Trust or (b) by the vote of a majority of the outstanding voting shares
of the Fund, and provided that continuance is also approved by the vote of
a majority of the Board of Trustees of the Trust who are not parties to
this Agreement or "interested persons" (as such term is defined in the ▇▇▇▇
▇▇▇) of the Trust, the Adviser, or the Portfolio Manager, cast in person at
a meeting called for the purpose of voting on such approval. This
Agreement may not be materially amended without (1) a majority vote of the
outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, except to the
extent permitted by any exemption or exemptions that may be granted upon
application made to the SEC or by any applicable SEC rule, and (2) the
prior written consent of the Portfolio Manager and the Adviser. This
Agreement may be terminated:
a. by the Trust at any time with respect to the services
provided by the Portfolio Manager, without the payment of any penalty,
by vote of (1) a majority of the Trustees of the Trust; (2) a majority
of the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as such term is defined in the ▇▇▇▇ ▇▇▇) of the
Trust, the Adviser or the Portfolio Manager; or (3) a majority of the
outstanding voting shares of the Fund, on 60 days' written notice to
the Portfolio Manager;
b. by the Portfolio Manager at any time, without the payment of
any penalty, upon 60 days' written notice to the Trust; or
c. by the Adviser at any time, without the payment of any
penalty, upon 60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority
of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a particular Fund
shall be effective to
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continue this Agreement with respect to such Fund notwithstanding (a) that
this Agreement has not been approved by the holders of a majority of the
outstanding shares of any other Fund or (b) that this Agreement has not
been approved by the vote of a majority of the outstanding shares of the
Trust, unless such approval shall be required by any other applicable law
or otherwise. This Agreement will terminate automatically with respect to
the services provided by the Portfolio Manager in event of its assignment,
as that term is defined in the 1940 Act, by the Portfolio Manager.
15. Agreement and Declaration of Trust. A copy of the Second Amended
and Restated Agreement and Declaration of Trust for the Trust is on file
with the Secretary of the Commonwealth of Massachusetts. The Second Amended
and Restated Agreement and Declaration of Trust has been executed on behalf
of the Trust by a Trustee of the Trust in his capacity as Trustee of the
Trust and not individually. The obligations of this Agreement shall be
binding upon the assets and property of the Trust and shall not be binding
upon any Trustee, officer, or shareholder of the Trust individually.
16. Miscellaneous.
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 Advisers Act or rules or orders of
the SEC thereunder.
b. The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
c. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby, and to this extent,
the provisions of this Agreement shall be deemed to be severable.
To the extent that any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise with
regard to any party hereunder, such provisions with respect to other
parties hereto shall not be affected thereby.
d. The parties hereto acknowledge and agree that the Trust is an
express third party beneficiary to this Agreement. Except as provided
in the preceding sentence, the parties agree that this Agreement is
not intended to benefit, or create any right or cause of action in or
on behalf of, any other person or entity.
e. With respect to any actions brought by the Adviser or the
Trust against the Portfolio Manager, the Portfolio Manager:
(i) consents to the subject matter and in personam jurisdiction and
venue in the United States District Court for the Central District of
California; (ii) waives the right to contest the
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subject matter and in personam jurisdiction and venue in the United
States District Court for the Central District of California on any
ground; and (iii) agrees that service of process upon it can be made
either in person or by certified or registered mail, return receipt
requested, to The Chicago Trust Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or any other address designated by the
Adviser as the address to which notices pursuant to this Agreement
should be sent. The Portfolio Manager agrees that service to such
address shall be deemed to constitute sufficient service of process
under both the federal and state rules of civil procedure wherever the
case is filed. In the event it is determined that the United States
District Court for the Central District of California should lack
subject matter jurisdiction for any reason, the Portfolio Manager
consents to the subject matter and in personam jurisdiction and venue
in a California State court of competent jurisdiction in Orange
County.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PIMCO ADVISORS L.P.
_______________________________ By:___________________________
Attest: Title:
Title:
BLAIRLOGIE CAPITAL
MANAGEMENT
________________________________ By:____________________________
Attest: Title:
Title:
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