Common use of Term and Continuation Clause in Contracts

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each Fund provided that such continuance is specifically approved at least annually annually: (a) by the vote of a majority of the Board of Trustees of the Trust, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 sixty (60) days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 sixty (60) days’ written notice to the Trust. (b) insofar as it relates to Class D shares Special Services of any Fund(s)Fund, at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Fund for one year from such date, and 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 each 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, and 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Fund or Funds. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (a) Except 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 provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (i) a. by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classFund, by vote of a majority of the outstanding voting shares of such Fund or classFund, on 60 days’ written notice to the AdministratorAdviser or, in the case of the AllianzGI Focused Growth Fund, AllianzGI Opportunity Fund and AllianzGI NFJ Mid-Cap Value 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 0000 Xxx) of the Trust; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, b. by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Portfolio for one year from such date, and 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 each Fund a Portfolio 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, and or (b) by vote of a majority of the outstanding voting shares of the Portfolio, 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 “of "interested persons” " (as defined in the 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Portfolio or Portfolios. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Portfolio shall be effective to continue this Agreement with respect to such Portfolio notwithstanding (a) Except that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Portfolio 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 event of its assignment, as provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (ia) by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classPortfolio, by vote of a majority of the outstanding voting shares of such Fund or classPortfolio, on 60 days’ ' written notice to the AdministratorAdviser or, 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; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above--------------------- hereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to the Fund for one year from such date, and a period of two years following the date hereof. This Agreement shall continue thereafter on an annual basis with respect to each the 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, and 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the Fund. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of the Fund shall be effective to continue this Agreement with respect to the Fund notwithstanding (a) Except that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other series of the Trust 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 provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (i) a. by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classthe Fund, by vote of a majority of the outstanding voting shares of such Fund or classthe Fund, on 60 days’ ' written notice to the AdministratorAdviser; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, b. by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of --------------------- the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Fund for one year from such date, and 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 each 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, and 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Fund or Funds. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (a) Except 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 event of its assignment, as provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (ia) by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classFund, by vote of a majority of the outstanding voting shares of such Fund or classFund, on 60 days’ ' written notice to the AdministratorAdviser or, in the case of the PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, PIMCO Renaissance Fund, PIMCO Precious Metals 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; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, for until one year from such datethe date of this Agreement, and shall continue thereafter on an annual basis with respect to each Fund 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, and (b) 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), ) cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, assignment or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this . This Agreement may be terminated: (ia) except as provided in Section 10(c) below, by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, Administrator by vote of (1) a majority of the entire Board Trustees of the Trust; (2) with respect to OCC Renaissance Fund, PEA Growth Fund, PEA Target Fund, PEA Opportunity Fund, and RCM Innovation Fund, a majority of the Trustees of the Trust who are not “interested persons” (as such term is defined in the 0000 Xxx) of the Trust or by a vote of PAFM; or (3) a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust.; and (bc) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, for until one year from such datethe date of this Agreement, and shall continue thereafter on an annual basis with respect to each Fund 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, and (b) 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 0000 Xxx1940 Act) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), ) cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, assignment or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this . This Agreement may be terminated: (ia) except as provided in Section 10(c) below, by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, Administrator by vote of (1) a majority of the entire Board Trustees of the Trust; (2) with respect to OCC Renaissance Fund, OCC Growth Fund, OCC Target Fund and OCC Opportunity Fund, a majority of the Trustees of the Trust who are not “interested persons” (as such term is defined in the 0000 Xxx) of the Trust or by a vote of the Administrator; or (3) a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust.; and (bc) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to the Fund for one year from such date, and 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 each the 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, and 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the Fund. However, any approval of this Agreement and/or by the holders of a majority of the outstanding shares (as defined in the 0000 Xxx) of the Fund shall be effective to continue this Agreement notwithstanding 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 event of its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement as that term is defined in the manner provided under applicable law. (a) Except as provided in Section 10(b) below1940 Act, this by the Adviser. This Agreement may be terminated: (ia) by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or classthe Fund, on 60 days’ ' written notice to the AdministratorAdviser or, 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; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares Shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above--------------------- hereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Fund for one year from such date, and 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 each 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, and 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Fund or Funds. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (a) Except 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 provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (i) a. by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classFund, by vote of a majority of the outstanding voting shares of such Fund or classFund, on 60 days’ ' written notice to the AdministratorAdviser 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 0000 Xxx) of the Trust; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, b. by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each Fund provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund or by the Trust’s Board of Trustees of the Trust, and (b) by the vote vote, cast in person at a meeting called for such purpose, of a majority of the Board of Trust’s Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust or the Administrator, any such party and who have no direct or indirect financial interest in the operation of this agreement Agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares Shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall --------------------- take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“"Qualified Trustees”"), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year two years from such date, and shall continue thereafter on an annual basis with respect to each Fund provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund or by the Trust’s Board of Trustees of the Trust, and (b) by the vote vote, cast in person at a meeting called for such purpose, of a majority of the Board of Trust’s Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust or the Administrator, any such party and who have no direct or indirect financial interest in the operation of this agreement Agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares Shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Portfolio for one year from such date, and 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 each Fund a Portfolio 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, and or (b) by vote of a majority of the outstanding voting shares of the Portfolio, 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 “of "interested persons” " (as defined in the 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Portfolio or Portfolios. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Portfolio shall be effective to continue this Agreement with respect to such Portfolio notwithstanding (a) Except that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Portfolio 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 event of its assignment, as provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (i1) by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classPortfolio, by vote of a majority of the outstanding voting shares of such Fund or classPortfolio, on 60 days’ ' written notice to the AdministratorAdviser or, by a vote of a majority of the Trustees of the Trust who are not "interested persons" (as such term is defined in the 0000 Xxx) of the Trust; (ii2) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take --------------------- effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“"Qualified Trustees”"), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D R Services (“"Qualified Trustees”"), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D R shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D R shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, with respect to a Portfolio for one year from such date, and 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 each Fund a Portfolio 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, and or (b) by vote of a majority of the outstanding voting shares of the Portfolio, 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 “of "interested persons” " (as defined in the 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)Adviser, cast in person at a meeting called for the purpose of voting on such approval. Failure This Agreement may not be materially amended without a majority vote of the Qualified Trustees to renew outstanding voting shares (as defined in the 0000 Xxx) of the pertinent Portfolio or Portfolios. However, any approval of this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board holders of Trustees from approving a substitute agreement majority of the outstanding shares (as defined in the manner provided under applicable law. 0000 Xxx) of a particular Portfolio shall be effective to continue this Agreement with respect to such Portfolio notwithstanding (a) Except that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Portfolio 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 event of its assignment, as provided that term is defined in Section 10(b) belowthe 1940 Act, this by the Adviser. This Agreement may be terminated: (ia) by the Trust at any time with respect to the services provided by the AdministratorAdviser, without the payment of any penalty, by vote of a majority of the entire 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 or classPortfolio, by vote of a majority of the outstanding voting shares of such Fund or classPortfolio, on 60 days’ ' written notice to the AdministratorAdviser or, 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; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator Adviser at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the --------------------- date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year two years from such date, and shall continue thereafter on an annual basis with respect to each Fund Portfolio 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, and or (b) by vote of a majority of the outstanding voting shares of the Portfolios, 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 0000 Xxx) of the Trust Trust, PIMCO or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)PALP, cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this This Agreement may be terminated: (ia) by the Trust at any time with respect to the services provided by the Sub-Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or classPortfolio, by vote of a majority of the outstanding voting shares of such Fund or classPortfolio, on 60 days’ ' written notice to the Sub-Administrator; (iib) by the Administrator on 60 days' written notice to the Sub- Administrator; (c) at or after the expiration of the onetwo-year period commencing on the date of this Amended and Restated Agreementits effectiveness, by the Sub-Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust.Trust and the Administrator; or (bd) insofar as it relates to Class D shares of any Fund(s), at any timeimmediately, without further action, upon the payment of any penalty, by a majority termination of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesAdministration Agreement.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, for until one year from such datethe date of this Agreement, and shall continue thereafter on an annual basis with respect to each Fund 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, and (b) 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 0000 Xxx) of the Trust Trust, or the AdministratorPFA, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“"Qualified Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, assignment or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this . This Agreement may be terminated: (ia) except as provided in Section 10(c) below, by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, Administrator by vote of (1) a majority of the entire Board Trustees of the Trust; (2) with respect to PIMCO International Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, and PIMCO Innovation Fund, a majority of the Trustees of the Trust who are not "interested persons" (as such term is defined in the 0000 Xxx) of the Trust or by a vote of PFA; or (3) a majority of the outstanding voting shares of the Trust or, with respect to a particular Fund or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (iib) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust.; and (bc) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each 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, and (b) 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 0000 Xxx) of the Trust or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares Shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year two years from such date, and shall continue thereafter on an annual basis with respect to each Fund provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Xxxx xx by the Trust's Board of Trustees of the Trust, and (b) by the vote vote, cast in person at a meeting called for such purpose, of a majority of the Board of Trust's Trustees of the Trust who are not parties to this Agreement or “"interested persons” " (as defined in the 0000 Xxx1940 Act) of the Trust or the Administrator, any xxxx xxrty and who have no direct or indirect financial interest in the operation of this agreement Agreement or any agreement related to Special Class D Services (“"Qualified Trustees”"), cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this Agreement may be terminated: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (b) insofar as it relates to Class D shares Shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D sharesShares.

Term and Continuation. This Amended and Restated Agreement shall take effect as of the --------------------- date indicated abovehereof, and shall remain in effect, unless sooner terminated as provided herein, for until one year from such datethe date of this Agreement, and shall continue thereafter on an annual basis with respect to each Fund 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, and (b) 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 0000 Xxx) of the Trust Trust, or the AdministratorPALP, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“"Qualified Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, assignment or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this . This Agreement may be terminated: (ia) except as provided in Section 10(c) below, by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, Administrator by vote of (1) a majority of the entire Board Trustees of the Trust; (2) with respect to PIMCO International Fund, PIMCO Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, and PIMCO Precious Metals Fund, a majority of the Trustees of the Trust or by a vote of a majority of who are not "interested persons" (as such term is defined in the outstanding voting shares 0000 Xxx) of the Trust or, with respect to a particular Fund or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of this Amended and Restated Agreement, by the Administrator at any time, without the payment of any penalty, upon 60 days’ written notice to the Trust. (b) insofar as it relates to Class D shares of any Fund(s), at any time, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding Class D shares.

Term and Continuation. This Amended and Restated Amendment to the Agreement shall take --------------------- effect as of the date indicated above, and shall remain in effect, unless sooner terminated as provided herein, for one year from such date, and shall continue thereafter on an annual basis with respect to each Fund or class thereof 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, and or (b) by vote of a majority of the outstanding voting shares of the Fund or class, 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 0000 Xxx) of the Trust Trust, or the Administrator, and who have no direct or indirect financial interest in the operation of this agreement or any agreement related to Special Class D Services (“Qualified Trustees”)PIMCO, cast in person at a meeting called for the purpose of voting on such approval. Failure of the Qualified Trustees to renew this Agreement and/or its termination by shareholder vote, assignment, or otherwise, shall not preclude the Board of Trustees from approving a substitute agreement in the manner provided under applicable law. (a) Except as provided in Section 10(b) below, this This Agreement may be terminatedterminated with respect to the Institutional Class and Administrative Class shares of the Funds (except for the Global Bond Fund II): (i) by the Trust at any time with respect to the services provided by the Administrator, by vote of a majority of the entire 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 the Administrative and Institutional Class shareholders of such Fund, on 60 days' written notice to the Administrator; (ii) at the expiration of the two-year period commencing the date of its effectiveness (November 1, 1995), by the Administrator at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. (b) This Agreement may be terminated with respect to the Class A, Class B or Class C Shares of the High Yield, Total Return, Low Duration, and Money Market Funds, or with respect to any class of shares of the Global Bond Fund II: (i) by the Trust at any time with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the entire 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 or class, by vote of a majority of the outstanding voting shares of such Fund or class, on 60 days’ ' written notice to the Administrator; (ii) at the expiration of the one-year period commencing on the date of effectiveness of this Amended and Restated AgreementAmendment, by the Administrator at any time, without the payment of any penalty, upon 60 days’ ' written notice to the Trust. (bc) insofar as it relates This agreement may be terminated with respect to the Class D shares A, Class B or Class C Shares of any Fund(s), each Fund other than those Funds in Section 5(b) above: (i) by the Trust at any timetime with respect to the services provided by the Administrator, without the payment of any penalty, by vote of a majority of the Qualified entire 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 or class, by vote of a majority of the outstanding Class D sharesvoting shares of such Fund or class, on 60 days' written notice to the Administrator; (ii) by the Administrator at any time, without payment of any penalty, upon 60 days' written notice to the Trust.