AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT

Exhibit (g)(2)

AMENDMENT TO CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT

This Amendment to the Custody and Investment Accounting Agreement is made as of June 8, 2001, by and between State Street Bank and Trust Company (“State Street”), PIMCO Funds: Pacific Investment Management Series and PIMCO Funds: Multi-Manager Series (each sometimes referred to as a “Fund” and, collectively, the “Funds”), and Pacific Investment Management Company (“PIMCO”), acting as administrator or sub-administrator for each Fund. Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract referred to below.

WHEREAS, the Funds, PIMCO and State Street entered into a Custody and Investment Accounting Agreement dated as of January 1, 2000 (the “Contract”); and

WHEREAS, the Funds are authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each such series subject to the Contract (each such series, together with all other series subsequently established by a Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a “Portfolio”, and, collectively, the “Portfolios”); and

WHEREAS, the Funds, PIMCO and State Street desire to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 (“Rule 17f-5”) and the adoption of Rule 17f-7 (“Rule 17f-7”) promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Funds, PIMCO and State Street desire to amend and restate certain other provisions of the Contract relating to the custody of assets of each of the Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof; as follows:

I. Section 3, Paragraph Q of the Contract is hereby deleted.

II. New Section 3, Paragraph Q of the Contract is hereby added, as of the effective date of this Amendment, as set forth below.

3.Q. Provisions Relating to Rule 17f-5

3.Q.1. Definitions. Capitalized terms in this Amendment shall have the following meanings:

“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

“Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5 (as such term may be interpreted or modified by appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)).

“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7 (as such term may be interpreted or modified by appropriate action of the SEC).

“Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect the Portfolios’ transactions in such investments.

“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5 (as such term may be interpreted or modified by appropriate action of the SEC).

3.Q.2. Delegation to State Street as Foreign Custody Manager. Each Fund, by resolution adopted by its Board of Trustees (each a “Board”), hereby delegates to State Street, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.Q. with respect to Foreign Assets of the Portfolios of such Fund held outside the United States, and State Street hereby accepts such delegation as Foreign. Custody Manager with respect to the Portfolios.

3.Q.3. Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.Q.6 hereof.

Upon the receipt by the Foreign Custody Manager of Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of its Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the applicable Board on behalf of its Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by a Fund shall be deemed to be an Instruction to open an account, or to place or maintain Foreign Assets, of each Portfolio of the Fund in each country listed on Schedule A in which State Street has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt

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of Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by such Board on behalf of such Portfolios to State Street as Foreign Custody Manager for that country shall be deemed to have been withdrawn and State Street shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to a Fund. Sixty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, State Street shall have no further responsibility in its capacity as Foreign Custody Manager to that Fund with respect to the country as to which State Street’s acceptance of delegation is withdrawn.

3.Q.4. Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of Section 3.Q., the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after considering all factors relevant to the safekeeping of such assets, including without limitation, the factors specified in Rule 17f-5(c)(1), as amended from time to time.

(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that each arrangement with an Eligible Foreign Custodian is governed by a written contract and that such contract will satisfy the requirements of Rule 17f-5(c)(2), as amended from time to time.

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall have established a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian under Rule 17f-5(c)(2). In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate or no longer meet the requirements of Rule 17f-5, the Foreign Custody Manager shall notify the applicable Board in accordance with Section 3.Q.6 hereunder and State Street shall, upon Instruction, assist the Portfolios in withdrawing their assets from such Eligible Foreign Custodian as soon as reasonably practicable.

3.Q.5. Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.Q, the Board, or at its delegation the Fund’s investment adviser, shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which State Street is serving as Foreign Custody Manager of the Portfolios.

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3.Q.6. Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the applicable Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written quarterly reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.Q after the occurrence of the material change.

3.Q.7. Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it hereunder, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of a Portfolio’s Foreign Assets would exercise.

3.Q.8. Representations with Respect to Rule 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 and is otherwise eligible to serve as a Foreign Custody Manager under Rule 17f-5. Each Fund represents to State Street that its Board has determined that it is reasonable for the Board to rely on State Street to perform the responsibilities delegated pursuant to this Contract to State Street as the Foreign Custody Manager of the Fund’s Portfolios.

3.Q.9. Effective Date and Termination of State Street as Foreign Custody Manager. Each Board’s delegation to State Street as Foreign Custody Manager of the Fund’s applicable Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination of State Street as Foreign Custody Manager will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.Q.3 hereof shall govern the delegation to and termination of State Street as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.Q.10. Analysis and Monitoring Under Rule 00x-0. Xxxxx Xxxxxx shall (a) provide each Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto, as amended from time to time, in accordance with section (a)(1)(i)(A) of Rule 17f-7, as amended from time to time, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7, as amended from time to time.

3.Q.11. Standard of Care Under Rule 00x-0. Xxxxx Xxxxxx agrees to exercise reasonable care, prudence and diligence in performing the requirements and duties set forth in Section 3.Q.10.

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3.Q.12. Eligible Securities Depositories. State Street has made the determination that each depository institution listed on Schedule B hereto is an “Eligible Securities Depository” as defined in section (b)(1) of Rule 00x-0. Xxxxx Xxxxxx shall promptly inform the Funds if it becomes aware that any of the factors set forth in section (b)(1) of Rule 17f-7 no long apply to a depository institution listed on Schedule B hereto, as such factors may be interpreted or modified by appropriate action of the SEC from time to time, i.e., such depository institution no longer: (i) acts as or operates a system for the central handling of securities or equivalent book-entries in the country where it is incorporated, or acts as a transnational system for the central handling of securities or equivalent book-entries, (ii) is regulated by a foreign financial regulatory authority as defined under Section 2(a)(50) of the Investment Company Act, (iii) holds assets for the custodian that participates in the system on behalf of a Fund under safekeeping conditions no less favorable than the conditions that apply to other participants, (iv) maintains records that identify the assets of each participant and segregates the system’s own assets from the assets of participants, (v) provides periodic reports to its participants with respect to its safekeeping of assets, including notices of transfer to or from any participant’s account, or (vi) is subject to periodic examination by regulatory authorities or independent accountants.

III. New Section 3, Paragraph Y of the Contract is hereby added, as of the effective date of this Amendment, as set forth below.

3.Y. Provisions Relating to Custody of Assets Held Outside the United States

3.Y.1. Definitions. Capitalized terms in this Section 3.Y. shall have the following meanings:

“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

“Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian hereunder.

3.Y.2. Holding Securities. State Street shall identify on its books as belonging to each Portfolio the foreign securities held of such Portfolio placed with and maintained by each Foreign Sub-Custodian or Foreign Securities System. State Street may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to State Street for the benefit of its customers, provided however, that (i) the records of State Street with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities as belonging to that Portfolio and (ii), to the extent permitted by law in the market in which the account is maintained, State Street shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

3.Y.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by State Street or a Foreign Sub-Custodian, as applicable, in such country.

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3.Y.4. Transactions in Foreign Custody Account.

3.Y.4.1. Delivery of Foreign Assets. State Street or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by State Street or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of State Street (or the name of the respective Foreign Sub-Custodian or of any nominee of State Street or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence, bad faith or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

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(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

3.Y.4.2. Payment of Portfolio Monies. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, State Street shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through State Street or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

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(viii) for any other purpose, but only upon receipt of Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

3.Y.4.3. Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

State Street shall provide to each Board the information described on Schedule C hereto with respect to custody and settlement practices in countries in which State Street employs a Foreign Sub-Custodian or uses a Foreign Securities System at the time or times set forth on such Schedule. State Street may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

3.Y.5. Registration of Foreign Securities. A Portfolio’s foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of such Portfolio or in the name of State Street or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing (provided, however, that such registration indicates such foreign securities as having been held for the benefit of customers and not, in any event, for the benefit of State Street or a Foreign Sub-Custodian or any nominee thereof), and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. State Street or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

3.Y.6. Bank Accounts. State Street shall identify on its books as belonging to a Portfolio cash (including cash denominated in foreign currencies) deposited with State Street. Where State Street is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of State Street, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of such Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by State Street (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of State Street (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

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3.Y.7. Collection of Income. State Street shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which any Portfolio shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the applicable Fund and State Street shall consult as to such measures and as to the compensation and expenses of State Street relating to such measures.

3.Y.8. Shareholder Rights. With respect to the foreign securities held pursuant to this Agreement, State Street will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

3.Y.9. Communications Relating to Foreign Securities. State Street shall transmit promptly to each Fund written information with respect to materials received by State Street via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Fund’s Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, State Street shall transmit promptly to each Fund written information with respect to materials so received by State Street from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent State Street’s negligence, misfeasance or misconduct, State Street shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) State Street or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) State Street receives Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which State Street is to take action to exercise such right or power.

3.Y.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which State Street employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, State Street, and each Fund and Portfolio from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At a Fund’s election, the Fund’s Portfolios shall be entitled to be subrogated to the rights of State Street with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund and any applicable Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

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3.Y.11. Tax Law. State Street shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or State Street as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof unless and to the extent that such liability or obligation arises due to State Street’s negligence, misfeasance or misconduct. It shall be the responsibility of each Fund to notify State Street of the obligations imposed on the Fund with respect to its Portfolios or State Street as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of State Street with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

3.11.12. Liability of Custodian. Except as may arise from State Street’s own negligence, misfeasance or willful misconduct or the negligence, misfeasance or willful misconduct of a Foreign Sub-Custodian, State Street shall be without liability to the Fund for any loss, liability, claim or expense to the extent that such loss, liability, claim or expense results directly from or is caused directly by Country Risk. State Street shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, State Street shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

IV. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If State Street is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Section 3, Paragraph Q hereof, in the event of any conflict between the provisions of Section 3, Paragraph Q and Section 3, Paragraph Y hereof, the provisions of Section 3, Paragraph Q shall prevail.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

STATE STREET BANK and TRUST COMPANY

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Senior Vice President

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PACIFIC INVESTMENT MANAGEMENT COMPANY, a Limited liability company

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Managing Director

PIMCO FUNDS: MULTI-MANAGER SERIES

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		President

PIMCO FUNDS: PACIFIC INVESTMENT MANAGEMENT SERIES

By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Treasurer

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SCHEDULE A

STATE STREET GLOBAL CUSTODY NETWORK

SUBCUSTODIANS

Country		Subcustodian
Argentina		Citibank, N.A.
Australia		Westpac Banking Corporation
Austria		Erste Bank der Ósterreichischen Sparkassen AG
Bahrain		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Bangladesh		Standard Chartered Bank
Belgium		Fortis Bank nv-sa
Bermuda		The Bank of Bermuda Limited
Bolivia		Citibank, N. A.
Botswana		Barclays Bank of Botswana Limited
Brazil		Citibank, N.A.
Bulgaria		ING Bank N.V.
Canada		State Street Trust Company Canada
Chile		Citibank, N.A.
People’s Republic of China		The Hongkong and Shanghai Banking Corporation Limited, Shanghai and Shenzhen branches
Colombia		Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica		Banco BCT S.A.
Croatia		Privredna Banka Zagreb d.d
Cyprus		The Cyprus Popular Bank Ltd.
Czech Republic		Československa Obchodní Banka, A.S.
Denmark		Den Danske Bank
Ecuador		Citibank, N.A.

Country		Subcustodian
Egypt		Egyptian British Bank S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Estonia		Hansabank
Finland		Xxxxxx Bank Plc.
France		BNP Paribas, S.A.
Germany		Dresdner Bank AG
Ghana		Barclays Bank of Ghana Limited
Greece		National Bank of Greece S.A.
Hong Kong		Standard Chartered Bank
Hungary		Citibank Rt.
Iceland		Icebank Ltd.
India		Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited
Indonesia		Standard Chartered Bank
Ireland		Bank of Ireland
Israel		Bank Hapoalim B.M.
Italy		BNP Paribas, Italian Branch
Ivory Coast		Société Géneralé de Banques en Côte d’Ivoire
Jamaica		Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan		The Fuji Bank, Limited
		The Sumitomo Bank, Limited
Jordan		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Kenya		Barclays Bank of Kenya Limited
Republic of Korea		The Hongkong and Shanghai Banking Corporation Limited
Latvia		A/s Hansabanka
Lebanon		HSBC Bank Middle East Shanghai Banking Corporation Limited)
Lithuania		Vilniaus Bankas AB

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Country		Subcustodian
Malaysia		Standard Chartered Bank Malaysia Berhad
Mauritius		The Hongkong and Shanghai Banking Corporation Limited
Mexico		Citibank Mexico, S.A.
Morocco		Banque Commerciale du Maroc
Namibia		Standard Bank Namibia Limited
Netherlands		Fortis Bank (Nederland) N.V.
New Zealand		ANZ Banking Group (New Zealand) Limited
Norway		Christiania Bank og Kreditkasse ASA
Oman		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Pakistan		Deutsche Bank AG
Palestine		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Panama		BankBoston, N.A.
Peru		Citibank, N.A.
Philippines		Standard Chartered Bank
Poland		Citibank (Poland) S.A.
Portugal		Banco Comercial Português
Qatar		HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited)
Romania		ING Bank N.V.
Russia		Credit Suisse First Boston AO - Moscow (as delegate of Credit Suisse First Boston - Zurich)
Singapore		The Development Bank of Singapore Limited
Slovak Republic		Československa Obchodni Banka, A.S.
Slovenia		Bank Austria Creditanstalt d.d.- Ljubljana
South Africa		Standard Bank of South Africa Limited

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Country		Subcustodian
Spain		Banco Santander Central Hispano S.A.
Sri Lanka		The Hongkong and Shanghai Banking Corporation Limited
Swaziland		Standard Bank Swaziland Limited
Sweden		Skandinaviska Enskilda Banken
Switzerland		UBS AG
Taiwan - R.O.C.		Central Trust of China
Thailand		Standard Chartered Bank
Trinidad & Tobago		Republic Bank Limited
Tunisia		Banque Internationale Arabe de Tunisie
Turkey		Citibank, N.A.
Ukraine		ING Bank Ukraine
United Kingdom		State Street Bank and Trust Company, London Branch
Uruguay		BankBoston, N.A.
Venezuela		Citibank, N.A.
Vietnam		The Hongkong and Shanghai Banking Corporation Limited
Zambia		Barclays Bank of Zambia Limited
Zimbabwe		Barclays Bank of Zimbabwe Limited

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SCHEDULE B

STATE STREET

GLOBAL CUSTODY NETWORK

DEPOSITORIES OPERATING IN NETWORK MARKETS

Country		Depositories
Argentina		Caja de Valores S.A.
Australia		Austraclear Limited
		Reserve Bank Information and Transfer System
Austria		Óesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
Belgium		Caisse Interprofessionnelle de Dépôts et de Virements de Titres, S.A.
		Banque Nationale de Belgique
Brazil		Companhia Brasileira de Liquidação e Custódia
Bulgaria		Central Depository AD
		Bulgarian National Bank
Canada		Canadian Depository for Securities Limited
Chile		Depósito Central de Valores S.A.
People’s Republic of China		Shanghai Securities Central Clearing & Registration Corporation
		Shenzhen Securities Central Clearing Co., Ltd.
Colombia		Depósito Centralizado de Valores
Costa Rica		Central de Valores S.A.
Croatia		Ministry of Finance
		National Bank of Croatia
		Središnja Depozitarna Agencija d.d.
Czech Republic		Stredisko cenných papíru
		Czech National Bank
Denmark		Vaerdipapircentralen (Danish Securities Center)
Egypt		Misr for Clearing, Settlement, and Depository

Country		Depositories
Estonia		Eesti Văărtpaberite Keskdepositoorium
Finland		Finnish Central Securities Depository
France		Société Interprofessionnelle pour la Compensation
Germany		Clearstream Banking AG, Frankfurt
Greece		Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
		Central Securities Depository (Apothetirion Titlon AE)
Hong Kong		Central Clearing and Settlement System
		Central Moneymarkets Unit
Hungary		Kõzponti Elszámolóhaz és Értéktár (Budapest) Rt. (KELER)
India		National Securities Depository Limited
		Central Depository Services India Limited
		Reserve Bank of India
Indonesia		Bank Indonesia
		PT Kustodian Sentral Efek Indonesia
Ireland		Central Bank of Ireland Securities Settlement Office
Israel		Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
Italy		Monte Titoli S.p.A.
		Banca d’Italia
Ivory Coast		Depositaire Central - Banque de Règlement
Jamaica		Jamaica Central Securities Depository
Japan		Japan Securities Depository Center (JASDEC) Bank of Japan Net System
Kenya		Central Bank of Kenya
Republic of Korea		Korea Securities Depository
Latvia		Latvian Central Depository

2

Country		Depositories
Lebanon		Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) X.X.X.
		Banque du Liban
Lithuania		Central Securities Depository of Lithuania
Malaysia		Malaysian Central Depository Sdn. Bhd.
		Bank Negara Malaysia, Scripless Securities Trading and Safekeeping
Mauritius		Central Depository and Settlement Co. Ltd.
		Bank of Mauritius
Mexico		S.D. INDEVAL (Instituto para el Depósito de Valores)
Morocco		Maroclear
Netherlands		Nederlands Central Instituut voor Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand		New Zealand Central Securities Depository Limited
Norway		Verdipapirsentralen (Norwegian Central Securities Depository)
Oman		Muscat Depository & Securities Registration Company, SAOC
Pakistan		Central Depository Company of Pakistan Limited
		State Bank of Pakistan
Palestine		Clearing Depository and Settlement, a department of the Palestine Stock Exchange
Peru		Caja de Valores y Liquidaciones, Institución de Compensación y Liquidación de Valores S.A
Philippines		Philippine Central Depository, Inc.
		Registry of Scripless Securities (XXXX) of the Bureau of Treasury
Poland		National Depository of Securities (Krajowy Depozyt Papierów Wartościowych SA)
		Central Treasury Bills Registrar
Portugal		Central de Valores Mobiliários
Qatar		Central Clearing and Registration (CCR), a department of the Doha Securities Market

3

Country		Depositories
Romania		National Securities Clearing, Settlement and Depository Company
		Bucharest Stock Exchange Registry Division
		National Bank of Romania
Singapore		Central Depository (Pte) Limited
		Monetary Authority of Singapore
Slovak Republic		Stredisko cenných papierov
		National Bank of Slovakia
Slovenia		Klirinsko Depotna Xxxxxx x.x.
South Africa		Central Depository Limited
		Share Transactions Totally Electronic (STRATE) Ltd.
Spain		Servicio de Compensación y Liquidación de Valores, S.A.
		Banco de España, Central de Anotaciones en Cuenta
Sri Lanka		Central Depository System (Pvt) Limited
Sweden		Vărdepapperscentralen VPC AB (Swedish Central Securities Depository)
Switzerland		SegaIntersettle AG (SIS)
Taiwan - R.O.C.		Taiwan Securities Central Depository Co., Ltd.
Thailand		Thailand Securities Depository Company Limited
Tunisia		Société Tunisienne Interprofessionelle pour la Compensation et de Dépôts des Valeurs Mobilières
Turkey		Takas ye Saklama Bankasi A.Ş. (TAKASBANK)
		Central Bank of Turkey
Ukraine		National Bank of Ukraine
United Kingdom		Central Gilts Office and Central Moneymarkets Office
Venezuela		Banco Central de Venezuela
Zambia		XxXX Central Shares Depository Limited
		Bank of Zambia

4

Country		Depositories
TRANSNATIONAL
Euroclear
Clearstream Banking AG

5

SCHEDULE C

MARKET INFORMATION

Publication/Type of Information		Brief Description
(Frequency)
The Guide to Custody in World Markets (annually)		An overview of safekeeping and settlement practices and procedures in each market in which State Street Bank and Trust Company offers custodial services.
Global Custody Network Review (annually)		Information relating to the operating history and structure of depositories and subcustodians located in the markets in which State Street Bank and Trust Company offers custodial services, including transnational depositories.
Global Legal Survey (annually)		With respect to each market in which State Street Bank and Trust Company offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) the Fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.
Subcustodian Agreements (annually)		Copies of the subcustodian contracts State Street Bank and Trust Company has entered into with each subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients.
Network Bulletins (weekly):		Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services.
Foreign Custody Advisories (as necessary):		With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street’s ability to deliver expected levels of service.

January 16, 2004

PIMCO Advisors

Attn: Xxxx Xxxxxxxx

000 Xxxxxxx Xxxxxx Xx., Xxx. 000

Xxxxxxx Xxxxx, XX 00000

RE: Custody and Investment Accounting Agreements with State Street Bank and Trust Company as referenced on Attachment A hereto (the “Custody Agreements”)

Xxxx:

This letter will follow up our recent discussions about PIMCO’s intraday overdraft activity. As you know, in each of the Custody Agreements, the contracting PIMCO entity grants (in Section 3) State Street a lien on the assets subject to the Custody Agreement as security for any advance of cash or securities made by State Street, with the ability to utilize cash and dispose of assets to satisfy any unpaid advances and related charges. However, each of the Custody Agreements also includes certain language (the “Lien Limitation”) which requires, prior to the exercise of its lien rights, that:

“(i) State Street ... has given PIMCO 2 days’ notice of the amount due and of its intent to so utilize and dispose of custodied Assets; and (ii) the applicable Portfolio shall not have satisfied the obligation. During such 2 day notice period, PIMCO shall have the option to direct State Street … regarding which and in what priority order custodied Assets are to be utilized and disposed of.”

As we discussed, several of the PIMCO portfolios have implemented trading strategies that involve voluminous intraday trading activity of securities settling via Fed Book Entry prior to available funding. This trading results in substantial intraday overdrafts in the related PIMCO accounts. The Fed allows State Street to collateralize such overdrafts by way of State Street’s assignment of its custodial lien rights. State Street believes that the Lien Limitation precludes State Street from pledging PIMCO’s assets to the Fed in order to collateralize PIMCO’s intraday overdrafts. Accordingly, State Street must currently indicate to the Fed that PIMCO’s Fed Book Entry assets are not available for pledging.

As we discussed, in order to eliminate the problem described above and clarify our mutual understanding of the intent of the Lien Limitation in each of the Custody Agreements, each of the PIMCO entities listed below hereby agrees to waive the Lien Limitation with respect to PIMCO’s custodied assets solely for the purpose of allowing State Street to assign its custodial lien rights with respect to such assets to the Fed in order to allow State Street to collateralize trades through the applicable Fed Book Entry account.

Please acknowledge your receipt of and agreement with this letter by signing the enclosed duplicate original and returning it to the undersigned for State Street’s contract file. If you have any questions or concerns, please call me at (000) 000-0000.

Sincerely,

Xxxxx Xxxx

Acknowledge and Agreed:

PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.,				STOCKSPLUS, L.P. STOCKSPLUS SUB-FUND B, LLC RED RIVER HYPi, LP
/s/ Xxxx X. Xxxxxxxx				/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx				Name: Xxxx X. Xxxxxxxx
Title: Treasurer				Title: Vice President

PIMCO VARIABLE INSURANCE TRUST				STOCKPLUS MANAGEMENT, INC.
				(on its own behalf)
/s/ Xxxx X. Xxxxxxxx				/s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx				Name: Xxxx X. Xxxxxxxx
Title: Treasurer				Title: Vice President

PIMCO PRIVATE SERIES COMPANY, LLC

/s/ Xxxx X. Xxxxxxxx

Name: Xxxx X. Xxxxxxxx

Title: Treasurer

PACIFIC INVESTMENT MANAGEMENT

COMPANY, LLC, as manager of PIMCO

PRIVATE SERIES COMPANY LLC

/s/ Xxxx X. Xxxxxxxx

Name: Xxxx X. Xxxxxxxx

Title: Treasurer

Attachment A

Custody and Investment Accounting Agreements by and between State Street Bank and

Trust Company and each of the PIMCO entities listed below:

PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC., dated 1/1/2000.

PIMCO PRIVATE SERIES COMPANY, LLC and PACIFIC INVESTMENT MANAGEMENT COMPANY, LLC, dated 3/16/2001

PIMCO VARIABLE INSURANCE TRUST, dated 1/1/2000

STOCKSPLUS, LP, STOCKSPLUS SUB-FUND B, LLC and STOCKSPLUS MANAGEMENT, INC, dated 1/1/2000

RED RIVER HYPi, LP and STOCKSPLUS MANAGEMENT, INC., dated 11/11/2002