▇▇▇▇▇
EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
----------- ------------ -----------
5(b)(xii) Form of Amended and Restated 99.B5(b)(xii)
Portfolio Management Agreement with
Columbus Circle Investors
AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made the 15th day of November, 1994 and amended effective
this ___ day of ____________ , 199__ between PIMCO Advisors L.P. ("Adviser"), a
limited partnership, and Columbus Circle Investors ("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 International Developed Fund,
PIMCO Emerging Markets 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 Growth Fund, PIMCO Mid Cap
Equity Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund,
PIMCO Tax Exempt Fund, PIMCO Equity Income Fund, PIMCO Value Fund, PIMCO Small
Cap Value Fund, PIMCO Enhanced Equity Fund, PIMCO Structured Emerging Markets
Fund, PIMCO Balanced Fund, and PIMCO Precious Metals Fund, such series together
with any other series subsequently established by the Trust, with respect to
which the Trust desires to retain the Portfolio Manager to render investment
advisory services hereunder, and with respect to which the Portfolio Manager is
willing to do so, being herein collectively referred to also as the "Funds"; 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 Funds pursuant to an Investment Advisory Agreement dated as of
November 15, 1994, as amended effective as of the date of the amendment 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 desires to retain the Portfolio Manager to
furnish investment advisory services to one or more of the Funds of the Trust,
and the Portfolio Manager is willing to furnish such services to such Funds 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 Columbus Circle
-----------
Investors to act as Portfolio Manager to the PIMCO Renaissance Fund, the PIMCO
Core Equity Fund, the PIMCO Growth Fund, the PIMCO Mid Cap Equity Fund, the
PIMCO Target Fund, the PIMCO Opportunity Fund, the PIMCO Innovation Fund, and
the PIMCO Tax Exempt Fund (the "Funds") 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
Funds, 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, whereupon such series shall become a Fund hereunder, and be
subject to this Agreement.
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 Funds and determine the
composition of the assets of the Funds, including determination of the purchase,
retention, or sale of the securities, cash, and other investments for the Funds.
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 Funds, when these transactions
should be executed, and what portion of the assets of the Funds 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 Funds. To the extent permitted by
- 2 -
the investment policies of the Funds, the Portfolio Manager shall make decisions
for the Funds 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 each Fund. The Portfolio Manager will provide the services under
this Agreement in accordance with the Funds' 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:
(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 Portfolio Manager's primary consideration
in effecting a security or other transaction will be to obtain
the best execution for the Funds, 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 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 Funds to
pay a broker or dealer, acting as agent, for effecting a
portfolio transaction at a price in excess
- 3 -
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 Funds 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-(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 Funds 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 Funds 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.
(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
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 each Fund, arrange for the transmission to the custodian for
the Trust on a daily basis, such
- 4 -
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, 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.
(h) 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.
(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
- 5 -
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
- 6 -
thereto, as filed with the SEC.
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 Funds' 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 the Funds;
- 7 -
(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;
(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.
- 8 -
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 each of the Funds as set forth on the
Schedule attached hereto.
6. Seed Money. The Adviser agrees that the Portfolio Manager
----------
shall not be responsible for providing money for the initial capitalization of
the Trust or the Funds.
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 a 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 respecting or relating 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 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
----------------------
- 9 -
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-l 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 Funds) 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
- 10 -
rendered under this Agreement, except by reason of willful misfeasance, bad
faith, or gross negligence in the performance of the Portfolio 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, "CCI 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 a CCI 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 or any Fund, 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 a CCI 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 obligation
and duties under this Agreement.
- 11 -
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 person, if any, who, within the meaning of
Section 15 of the 1933 Act controls the Portfolio Manager (collectively,
"Adviser 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 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 Shares of the Trust or any Fund,
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 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 an Adviser 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 indicated on the attached Schedule with respect to each Fund.
This Agreement and shall remain in effect for two years from such date, and
continue thereafter on an annual basis with respect to a 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 that 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
- 12 -
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 a
majority vote of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of the
Fund. 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 (except with respect to the PIMCO Core Equity
Fund and the PIMCO Mid Cap Equity Fund); or (3) 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 Portfolio
Manager;
(b) by the Portfolio Manager at any time, without the payment of
any penalty, upon 60 days' written notice to the Trust.
(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 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.
- 13 -
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 Investment Advisers Act of
1940 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.
- 14 -
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:
COLUMBUS CIRCLE INVESTORS
---------------------- By:--------------------------
Attest: Title:
Title:
- 15 -
Schedule for Portfolio Management Agreement
Fund Fee Rate Effective Date
---- -------- --------------
PIMCO Tax Exempt Fund .30% 01/14/97
PIMCO Growth Fund .34% 01/14/97
PIMCO Target Fund .36% 01/14/97
PIMCO Renaissance Fund .38% 01/14/97
PIMCO Innovation Fund .38% 01/14/97
PIMCO Core Equity Fund .47% 12/28/94
PIMCO Opportunity Fund .48% 01/14/97
PIMCO Mid Cap Equity Fund .53% 12/28/94
