Exhibit 13
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated as of March 7, 2003 between PIMCO
Funds: Multi-Manager Series (the "Trust"), a Massachusetts business trust, and
PIMCO Advisors Fund Management LLC (the "Administrator" or "PAFM"), a limited
liability company organized under the laws of Delaware.
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established the separate portfolios set forth in
Exhibit A (each a "Fund"); and
WHEREAS, on or after the effect date of this agreement, each Fund will
offer up to seven classes of shares: Institutional Class, Administrative Class,
Class A, Class B, Class C, Class D and Class R, of which Class A, Class B, Class
C, Class D and Class R shares are sometimes hereinafter referred to herein as
"Retail Class" shares; and
WHEREAS, the Trust wishes to retain PAFM to provide or procure
administrative and other services to the Funds and their shareholders, including
services which may be deemed to constitute distribution related services with
respect to Class D shares; and
WHEREAS, PAFM is willing to furnish and/or to arrange for such services
in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints PAFM as the Administrator to provide
or procure the administrative and other services with respect to the Funds for
the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees during such period to render the services
herein set forth for the compensation herein provided.
In the event the Trust establishes and designates additional series
with respect to which it desires to retain the Administrator to render or
procure administrative and other services hereunder, it shall notify the
Administrator in writing. If the Administrator is willing to render or procure
such services, it shall notify the Trust in writing, whereupon the portfolio
represented by such additional series shall become a Fund hereunder.
2. Duties. Subject to the general supervision of the Board of Trustees, the
Administrator shall provide or cause to be furnished all organizational,
administrative and other services reasonably necessary for the operation of the
Funds, including, in the case of Class D shares, certain shareholder and
distribution-related services, but not including the investment advisory
services provided by PAFM pursuant to its Investment Advisory Agreement with the
Trust or the distribution services provided by PIMCO Advisors Distributors LLC
("PAD") pursuant to its Distribution Contract with the Trust.
(a) Administrative Services. Subject to the approval or consent
of the Board of Trustees, the Administrator shall provide or procure,
at the Administrator's expense, services to
include the following: (i) coordinating matters relating to the
operation of the Funds, including any necessary coordination among the
adviser or advisers to the Funds, the custodian(s), transfer agent(s),
dividend disbursing agent(s), and recordkeeping agent(s) (including
pricing and valuation of the Funds), accountants, attorneys, and other
parties performing services or operational functions for the Funds;
(ii) providing the Funds, at the Administrator's expense, with the
services of a sufficient number of persons competent to perform such
administrative and clerical functions as are necessary to ensure
compliance with federal securities laws, as well as other applicable
laws, and to provide effective administration of the Funds; (iii)
maintaining, or supervising the maintenance by third parties, of such
books and records of the Trust and the Funds as may be required by
applicable federal or state law other than the records and ledgers
maintained under the Investment Advisory Agreement; (iv) preparing or
supervising the preparation by third parties of all federal, state,
and local tax returns and reports of the Funds required by applicable
law; (v) preparing, filing, and arranging for the distribution of
proxy materials and periodic reports to shareholders of the Funds as
required by applicable law; (vi) preparing and arranging for the
filing of such registration statements and other documents with the
SEC and other federal and state regulatory authorities as may be
required to register the shares of the Funds and qualify the Trust to
do business or as otherwise required by applicable law; (vii) taking
such other action with respect to the Funds as may be required by
applicable law, including, without limitation the rules and
regulations of the SEC and of state securities commissions and other
regulatory agencies; and (viii) providing the Funds, at the
Administrator's expense, with adequate personnel, office space,
communications facilities, and other facilities necessary for the
Funds' operations as contemplated in this Agreement.
(b) Other Services. Subject to the approval or consent of the
Board of Trustees, the Administrator shall also provide or procure on
behalf of the Trust and the Funds, and at the expense of the
Administrator, the following services of the Funds: (i) custodian
services to provide for the safekeeping of the Funds' assets; (ii)
recordkeeping services to maintain the portfolio accounting records
for the Funds; (iii) transfer agency services to maintain the
portfolio accounting records for the Funds; and (iv) dividend
disbursing services for the Funds. The services to be provided under
(iii) and (iv) of this Section 2(b) shall be commensurate with the
level of services reasonably necessary for the institutional investors
that are eligible to invest in Institutional and Administrative
Classes of the Funds, as set forth in the prospectus or prospectuses
for such Classes of the Funds. The Trust may be a party to any
agreement with any person or persons engaged to provide the services
referred to in this Section 2(b).
(c) Retail Class Services. In addition to the Administrator's
responsibilities as specified in Subsections (a) and (b) above, subject
to the approval or consent of the Board of Trustees, the Administrator,
at its own expense, also shall provide, directly or through persons
selected by the Administrator, to the Retail Classes of the Funds
administrative, recordkeeping, and shareholder services reasonably
required by the Retail Classes of the Funds, which may include some or
all of the following services: (i) transfer agency services reasonably
necessary to meet the increased account activity associated with Retail
Classes; (ii) dividend disbursing services reasonably necessary to meet
the increased number of accounts associated with the Retail Classes;
(iii) preparing and arranging for the distribution of prospectuses,
statements of additional information, proxy materials, periodic reports
to shareholders, and other communications with Retail Class
shareholders; and (iv) taking such other actions and providing or
procuring such other services with respect to the Retail Classes as are
reasonably necessary or desirable.
(d) Special Class D Services. The Administrator shall provide
in respect of Class D shares (either directly or by procuring through
other entities, including various financial services firms such as
broker-dealers and registered investment advisors ("Service
Organizations")) some or all of the following services and facilities
in connection with direct purchases by shareholders or in connection
with products, programs or accounts offered by such Service
Organizations:
(i) facilities for placing orders directly for the
purchase of a Fund's Class D shares and tendering a Fund's
Class D shares for redemption; (ii) advertising with respect
to a Fund's Class D shares; (iii) providing information about
the Funds; (iv) providing facilities to answer questions from
prospective investors about the Funds; (v) receiving and
answering correspondence, including requests for prospectuses
and statements of additional
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information; (vi) preparing, printing and delivering
prospectuses and shareholder reports to prospective
shareholders; (vii) assisting investors in applying to
purchase Class D shares and selecting dividend and other
account options; and (viii) shareholder services provided by a
Service Organization that may include, but are not limited to,
the following functions: receiving, aggregating and processing
shareholder orders; furnishing shareholder sub-accounting;
providing and maintaining elective shareholder services such
as check writing and wire transfer services; providing and
maintaining pre-authorized investment plans; communicating
periodically with shareholders; acting as the sole shareholder
of record and nominee for shareholders; maintaining accounting
records for shareholders; answering questions and handling
correspondence from shareholders about their accounts; issuing
confirmations for transactions by shareholders; performing
similar account administrative services; providing such
shareholder communications and recordkeeping services as may
be required for any program for which the Service Organization
is a sponsor that relies on Rule 3a-4 under the 1940 Act; and
providing such other similar services as may reasonably be
requested to the extent the Service Organization is permitted
to do so under applicable statutes, rules, or regulations.
The Administrator shall not be required to provide directly
hereunder any of the foregoing services which may cause the
Administrator to be engaged in the business of effecting transactions
in securities for the account of others, or to induce or attempt to
induce the purchase or sale of any security, but may procure such
services on behalf of the Trust from certain Service Organizations. The
parties hereto acknowledge that the Administrator has entered into an
agreement with its affiliate, PAD, the Trust's principal underwriter,
under which PAD is compensated for certain services contemplated by
this Agreement, including shareholder and distribution-related
services, at the rate of 0.25% per annum of all assets attributable to
Class D shares sold through PAD (the "PAD Fees").
The Administrator and the Trust understand that some or all of
the services described in this subparagraph (d) may be deemed to
represent services primarily intended to result in the sale of Class D
shares ("Special Class D Services"). The Administrator agrees to
present reports as to out-of-pocket expenditures and internal expense
allocations of the Administrator and PAD at least quarterly and in a
manner that permits the Qualified Trustees (hereinafter defined) to
determine that portion of the fees hereunder which represents
reimbursements in respect of Special Class D Services.
(e) Organizational Services. The Administrator shall provide
the Trust and the Funds, at the Administrator's expense, with the
services necessary to organize any Funds that commence operations on or
after the date of this Agreement so that such Funds can conduct
business as described in the Trust's Registration Statement.
(f) Personnel. The Administrator shall also make its officers
and employees available to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the administration of
the Funds and services provided to the Funds under this agreement.
(g) Standards; Reports. In performing these services, the
Administrator:
(i) Shall conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state
laws and regulations, with any applicable procedures adopted
by the Trust's Board of Trustees, and with the provisions of
the Trust's Registration Statement filed on Form N-1A as
supplemented or amended from time to time.
(ii) Will make available to the Trust, promptly upon
request, any of the Funds' books and records as are maintained
under this Agreement, and will furnish to regulatory
authorities having the requisite authority any such books and
records and any information or reports in connection with the
Administrator's services under this Agreement that may be
requested in order to ascertain whether the operations of the
Trust are being conducted in a manner consistent with
applicable laws and regulations.
(iii) Will, in addition to the reporting required under
Section 2(d),
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regularly report to the Trust's Board of Trustees on the
services provided under this Agreement and will furnish the
Trust's Board of Trustees with respect to the Funds such
periodic and special reports as the Trustees may reasonably
request.
3. Documentation. The Trust has delivered copies of each of the following
documents to the Administrator and will deliver to it all future amendments and
supplements thereto, if any:
(a) the Trust's Registration Statement as filed with the SEC
and any amendments thereto; and
(b) exhibits, powers of attorney, certificates and any and all
other documents relating to or filed in connection with the
Registration Statement described above.
4. Independent Contractor. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from time to
time, have no authority to act for or represent the Trust in any way or
otherwise be deemed its agent.
5. Compensation. As compensation for the services rendered under this Agreement,
the Trust shall pay to the Administrator a fee based on the average daily net
assets of each of the Funds attributable to a class or classes of Shares as set
forth in the attached Schedule set forth as Exhibit A hereto. The fees payable
to the Administrator shall be computed and accrued daily and paid monthly. If
the Administrator shall serve for less than any whole month, the foregoing
compensation shall be prorated. Any portion of the fees paid hereunder in
respect of Class D shares representing reimbursement for the Administrator's and
PAD's out-of-pocket expenditures and internally allocated expenses in respect of
Special Class D Services of any Fund (as reviewed quarterly by the Trustees
based on the reports described in Section 2(d) above) shall not exceed the rate
of 0.25% per annum of the average daily net assets of such Fund attributable to
Class D shares. To the extent such out-of-pocket expenditures and internally
allocated expenses exceed such rate, such excess shall be paid by the
Administrator and/or PAD from their own resources (which may include legitimate
profits from serving as investment adviser and/or administrator) and
shall not be used as a basis for justifying or evaluating fees paid hereunder to
the Administrator in respect of services other than the Special Class D
Services.
6. Special Class D Services; Distribution Plan. To the extent that this
Agreement relates to payments made in connection with the distribution of the
Funds' Class D shares (i.e., Special Class D Services), it shall also constitute
a "distribution plan" and a "related agreement" within the meaning of Rule 12b-1
under the 1940 Act. As required by said Rule 12b-1 in respect of distribution
plans, to the extent this Agreement is a distribution plan: (a) the term of this
Agreement is as provided in Section 10 below; (b) the Administrator shall
provide to the Trustees of the Trust, and all such Trustees shall review, at
least quarterly, a written report of the amounts expended by the Trust for
Special Class D Services and the purposes for which such expenditures were made;
and (c) this Agreement may be terminated as provided in Section 10 (c) below. As
required by said Rule 12b-1 in respect of agreements related to distribution
plans, to the extent this Agreement is an agreement related to a distribution
plan: (a) this Agreement may be terminated as provided in Section 10 below; and
(b) this Agreement may also terminate in the circumstances described in Section
15(d) below. This Agreement may not be amended to increase materially the
maximum amount specified in Section 5 (i.e., the rate of 0.25% per annum)
payable out of Class D assets for Special Class D Services without approval by a
majority of the outstanding Class D shares (as defined in Section 2(a)(42) of
the 1940 Act in respect of voting securities) of a Fund. All material amendments
to this Agreement (insofar as the relevant provision constitutes a part of a
distribution plan) must be approved by a majority of the Qualified Trustees.
Insofar as this Agreement constitutes a distribution plan for Class D shares,
its provisions are severable.
It is acknowledged and agreed that classes of Shares other than Class D
may have separately documented distribution plans and related agreements.
7. Non-Exclusivity. It is understood that the services of the Administrator
hereunder are not exclusive, and the Administrator shall be free to render
similar services to other investment companies and other clients.
8. Expenses. During the term of this Agreement, the Administrator will pay all
expenses incurred by it in connection with its obligations under this Agreement,
except such expenses as are those of the Funds under this Agreement. The
Administrator shall pay for maintaining its staff and personnel and shall, at
its own expense provide the equipment, office space, and facilities necessary to
perform its obligations under this
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Agreement. In addition, the Administrator shall, at its expense, furnish to the
Trust:
(a) Services by the Trust's independent public accountants to perform
all audits;
(b) Services of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(c) Services of the Trust's custodian, including any recordkeeping
services provided by the custodian;
(d) Services of obtaining quotations for calculating the value of each
Fund's net assets;
(e) Services of obtaining Fund Activity Reports for each Fund;
(f) Services of maintaining the Trust's tax records;
(g) Services, including procurement of legal services, incident to
meetings of the Trust's shareholders, the preparation and mailing of
prospectuses and reports of the Trust to its shareholders, the filing of
reports with regulatory bodies, the maintenance of the Trust's existence
and qualification to do business, and the registration of shares with
federal and state securities authorities (except as described in subsection
(f) below);
(h) Procurement of ordinary legal services, including the services
that arise in the ordinary course of business for a Massachusetts business
trust registered as an open-end management investment company;
(i) Certificates representing shares of the Trust;
(j) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
(k) Association membership dues;
(1) Services to organize and offer shares of the Trust and the Funds;
and
(m) Services of Service Organizations rendered in respect of Class D
shares, to the extent and subject to the conditions set forth in Sections
2(d), 5 and 6 hereof.
The Trust shall bear the following expenses:
(a) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Administrator or its subsidiaries or
affiliates;
(b) Taxes, if any, levied against the Trust or any of its Funds;
(c) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for any of the Funds;
(d) Costs, including the interest expenses, of borrowing money;
(e) Fees and expenses of trustees who are not officers, employees, or
stockholders of PAFM or its subsidiaries or affiliates, and the fees and
expenses of any counsel, accountants, or any other persons engaged by such
trustees in connection with the duties of their office with the Trust.
(f) Extraordinary expenses, including extraordinary legal expenses and
federal and state securities registration fees and expenses to the extent
authorized by the Trust's Board of Trustees, as may arise, including
expenses incurred in connection with litigation, proceedings, other claims
and the legal obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto;
(g) Organizational and offering expenses of the Trust and the Funds to
the extent authorized by the Trust's Board of Trustees, and any expenses
which are capitalized in accordance with generally accepted accounting
principles; and
(h) Any expenses allocated or allocable to a specific class of shares,
including fees paid in respect of classes other than Class D pursuant to a
separate administrative service or distribution plan.
9. Liability. The Administrator shall give the Trust the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Trust agrees that neither the Administrator
nor its stockholders, officers, directors, or employees shall be subject to any
liability for, or any damages, expenses or losses incurred in connection with,
any act or omission or mistake in judgment connected with or arising out of any
services rendered under this
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Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in performance of the Administrator's duties, or by reason of
reckless disregard of the Administrator's obligations and duties under this
Agreement. This provision shall govern only the liability to the Trust of the
Administrator and that of its stockholders, officers, directors, and employees,
and shall in no way govern the liability to the Trust or the Administrator or
provide a defense for any other person, including persons that provide services
for the Funds as described in Section 2(b), (c) or (d) of this Agreement.
10. Term and Continuation. This Agreement shall take effect as of the date
hereof, and shall remain in effect, unless sooner terminated as provided herein,
until one year from the date of this Agreement, 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 PAFM, 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.
This Agreement may be terminated:
(a) except as provided in Section 10(c) below, by the Trust at any
time with respect to the services provided by the Administrator by vote of
(1) a majority of the 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 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;
(b) by the Administrator at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust; and
(c) 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.
11. Use of Name. It is understood that the name "PIMCO Advisors Fund Management
LLC" or "PAFM" or any derivative thereof or logo associated with those names are
the valuable property of PAFM and its affiliates, and that the right of the
Trust and/or the Funds to use such names (or derivatives or logos) shall be
governed by the Amended and Restated Investment Advisory Agreement between PAFM
(as successor to Allianz Dresdner Asset Management of America L.P.), as from
time to time in effect, and the Trust.
12. Notices. Notices of any kind to be given to the Administrator by the Trust
shall be in writing and shall be duly given if mailed or delivered to the
Administrator at 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000, or to such other address or to such individual as shall be specified by
the Administrator. Notices of any kind to be given to the Trust by the
Administrator shall be in writing and shall be duly given if mailed or delivered
to the Administrator at 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, or to such other address or to such individual as shall be
specified by the Administrator.
13. Trust Obligation. A copy of the Trust's Amended and Restated Agreement and
Declaration of Trust, as amended, is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that the Agreement has
been executed on behalf of the Trust by a trustee of the Trust in his or her
capacity as trustee and not individually. The obligations of this Agreement
shall only be binding upon the assets and property of each Fund and shall not be
binding upon any trustee, officer, or shareholder of the Trust individually.
14. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
15. Miscellaneous.
(a) This Agreement shall be governed by the laws of California,
provided that nothing herein shall be construed in a manner inconsistent
with the 1940 Act, the Investment Advisers Act of
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1940, or any rule or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable. To the extent that any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise with regard to any party hereunder,
such provisions with respect to other parties hereto shall not be affected
thereby.
(c) The captions in this Agreement are included for convenience only
and in no way define any of the provisions hereof or otherwise affect their
construction or effect.
(d) This Agreement may not be assigned by the Trust or the
Administrator without the consent of the other party. This Agreement will
terminate with respect to Class D shares (except to the extent that the
Agreement constitutes a "distribution plan" within the meaning of Rule
12b-1 under the 0000 Xxx) in the event of its "assignment" (as defined for
purposes of Section 15 of the 1940 Act).
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
PIMCO FUNDS: MULTI-MANAGER SERIES
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
PIMCO ADVISORS FUND MANAGEMENT LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director and Chief
Executive Officer
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Exhibit A
Schedule to Administration Agreement
as of March 7, 2003
Fee Rate:
--------
Institutional and
Administrative Classes Classes A, B & C
---------------------- ----------------
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Core Core
Fund Expenses* Other Total Expenses* Other Total**
---- -------- ----- ----- -------- ----- -----
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PIMCO CCM Capital Appreciation 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO CCM Mid-Cap 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO CCM Emerging Companies (formerly
PIMCO Micro-Cap Fund) 0.10 0.15 0.25 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Renaissance 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Growth 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Target 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Opportunity 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Innovation 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Value 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO NFJ Small-Cap Value 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO CCM Mega-Cap 0.10 0.15 0.25 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO PPA Tax-Efficient Structured
Emerging Markets 0.15 0.35 0.50 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO Tax-Efficient Equity 0.10 0.15 0.25 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO NFJ Equity Income 0.10 0.15 0.25 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO NFJ Basic Value 0.10 0.15 0.25 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO PEA Growth & Income 0.10 0.15 0.25 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO Asset Allocation 0.05 0.05 0.10 0.10 0.30 0.40
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Large-Cap Growth Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Tax-Managed Growth Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Mid-Cap Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Small-Cap Fund 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Biotechnology Fund n/a n/a n/a 0.10 0.35 0.45
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Global Small-Cap Fund 0.15 0.25 0.40 0.15 0.45 0.60
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Global Technology Fund 0.15 0.25 0.40 0.15 0.40 0.55
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Global Healthcare Fund n/a n/a n/a 0.15 0.40 0.55
-------------------------------------------------------------------------------------------------------------
PIMCO RCM International Growth
Equity Fund 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Emerging Markets 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Europe Fund 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO RCM Global Equity Fund 0.15 0.25 0.40 0.15 0.45 0.60
-------------------------------------------------------------------------------------------------------------
PIMCO NACM Core Equity Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
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PIMCO NACM Global Fund 0.15 0.25 0.40 0.15 0.45 0.60
-------------------------------------------------------------------------------------------------------------
PIMCO NACM Growth Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO NACM International Fund 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO NACM Flex-Cap Value Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO NACM Pacific Rim Fund 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO NACM Value Fund 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO Large-Cap Value Fund*** 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO International Value Fund*** 0.15 0.35 0.50 0.15 0.55 0.70
-------------------------------------------------------------------------------------------------------------
PIMCO Balanced Value Fund*** 0.10 0.20 0.30 0.10 0.40 0.50
-------------------------------------------------------------------------------------------------------------
PIMCO Core Equity Fund**** 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO Small-Cap Value Fund**** 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO Disciplined Value Fund**** 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO Mid-Cap Value Fund**** 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO NFJ Large-Cap Value Fund 0.10 0.20 0.30 n/a n/a n/a
-------------------------------------------------------------------------------------------------------------
PIMCO NFJ International Value Fund 0.15 0.25 0.40 n/a n/a n/a
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* Core Expenses include custody, portfolio accounting and tax preparation
expenses.
** The Total fee rate for Class A, B and C shares shall be reduced by 0.05%
per annum on a Fund's average daily net assets attributable in the
aggregate to Class A, B and C shares in excess of $2.5 billion. For
example, Class A, B and C shares of PIMCO CCM Capital Appreciation Fund
shall pay an annual fee rate of 0.40% on the Fund's first $2.5 billion of
average daily net assets attributable in the aggregate to Class A, B and C
shares, and 0.35% on such assets in excess of $2.5 billion.
*** These Funds only offer Institutional Class and Class A shares.
**** These Funds only offer Institutional Class shares.
Class D Shares
--------------------------------------------------------------------------------
Core
Fund Expenses* Other Total
---- -------- ----- -----
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PIMCO NFJ Basic Value Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO CCM Capital Appreciation 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO CCM Mid-Cap 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Renaissance 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Growth 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Innovation 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Value 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PPA Tax-Efficient Equity 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO NFJ Equity Income 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO PEA Opportunity 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO NFJ Small-Cap Value 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Target 0.10 0.55 0.65
--------------------------------------------------------------------------------
PIMCO PEA Growth & Income 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO RCM Large-Cap Growth Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO RCM Tax-Managed Growth Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO RCM Mid-Cap Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO RCM Biotechnology Fund 0.10 0.60 0.70
--------------------------------------------------------------------------------
PIMCO RCM Global Small-Cap Fund 0.15 0.70 0.85
--------------------------------------------------------------------------------
PIMCO RCM Global Technology Fund 0.15 0.65 0.80
--------------------------------------------------------------------------------
PIMCO RCM Global Healthcare Fund 0.15 0.65 0.80
--------------------------------------------------------------------------------
PIMCO RCM International Growth Equity Fund 0.15 0.80 0.95
--------------------------------------------------------------------------------
PIMCO RCM Emerging Markets Fund 0.15 0.80 0.95
--------------------------------------------------------------------------------
PIMCO RCM Europe Fund 0.15 0.80 0.95
--------------------------------------------------------------------------------
PIMCO RCM Global Equity Fund 0.15 0.70 0.85
--------------------------------------------------------------------------------
PIMCO NACM Core Equity Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO NACM Global Fund 0.15 0.70 0.85
--------------------------------------------------------------------------------
PIMCO NACM Growth Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO NACM International Fund 0.15 0.80 0.95
--------------------------------------------------------------------------------
PIMCO NACM Flex-Cap Value Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
PIMCO NACM Pacific Rim Fund 0.15 0.80 0.95
--------------------------------------------------------------------------------
PIMCO NACM Value Fund 0.10 0.65 0.75
--------------------------------------------------------------------------------
-----------------
* Core Expenses include custody, portfolio accounting and tax preparation
expenses.
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Class R Shares
--------------------------------------------------------------------------------
Core
Fund Expenses* Other Total
---- -------- ----- -----
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PIMCO CCM Capital Appreciation 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO CCM Mid-Cap 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO NACM Global Fund 0.15 0.45 0.60
--------------------------------------------------------------------------------
PIMCO NACM International Fund 0.15 0.55 0.70
--------------------------------------------------------------------------------
PIMCO NFJ Equity Income 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO NFJ Small-Cap Value 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO PEA Growth & Income 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO PEA Growth 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO PEA Renaissance 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO PEA Value 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO RCM Large-Cap Growth Fund 0.10 0.40 0.50
--------------------------------------------------------------------------------
PIMCO RCM Mid-Cap Fund 0.10 0.40 0.50
--------------------------------------------------------------------------------
-----------------
* Core Expenses include custody, portfolio accounting and tax preparation
expenses.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to
Administration Agreement to be executed by their officers designated below on
this 7th day of March, 2003.
PIMCO FUNDS: MULTI-MANAGER SERIES
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
PIMCO ADVISORS FUND MANAGEMENT LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director and Chief
Executive Officer
