ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this ____ day of _____________, 1997 between
PIMCO Variable Insurance Trust (the "Trust"), a Delaware business trust, and
Pacific Investment Management Company (the "Administrator" or "PIMCO"), a
general partnership organized under the laws of California.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established ten series, which are designated as the
Money Market Portfolio; the Short-Term Bond Portfolio; the Low Duration Bond
Portfolio; the High Yield Bond Portfolio the Total Return Bond Portfolio; the
Global Bond Portfolio; the Emerging Markets Bond Portfolio; the Foreign Bond
Portfolio; the StocksPLUS Growth and Income Portfolio; and the Strategic
Balanced Portfolio; such series, together with any other series subsequently
established by the Trust, with respect to which the Trust desires to retain the
Administrator to render administrative services hereunder, and with respect to
which the Administrator is willing to do so, being herein collectively referred
to also as the "Portfolios"; and
WHEREAS, pursuant to an Investment Advisory Contract dated ___________,
1997, between the Trust and PIMCO ("Investment Advisory Contract"), the Trust
has retained PIMCO to provide investment advisory services with respect to the
Portfolios in the manner and on the terms set forth therein; and
WHEREAS, the Trust wishes to retain PIMCO to provide administrative and
other services to the Trust with respect to the Portfolios in the manner and on
the terms hereinafter set forth; and
WHEREAS, PIMCO is willing to furnish 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 PIMCO as its
Administrator, to provide the administrative and other services with respect to
the Portfolios 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 administrative
and other services hereunder, it shall notify the Administrator in writing. If
the Administrator is willing to render such services it shall notify the Trust
in writing, whereupon such additional series shall become a Portfolio hereunder.
2. Duties. Subject to the general supervision of the Board of
Trustees, the Administrator shall provide all administrative and other services
reasonably necessary for the operation of the Portfolios other than the
investment advisory services provided pursuant to the Investment Advisory
Contract.
(a) Administrative Services. These services shall
include the following: (i) coordinating matters relating to
the operation of the Portfolios including any necessary
coordination among the adviser or advisers to the Portfolios,
the custodian, transfer agent (if any), dividend disbursing
agent, and recordkeeping agent (including pricing and
valuation of the Portfolios), insurance companies,
accountants, attorneys, and other parties performing services
or operational functions for the Portfolios; (ii) providing
the Portfolios, 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
and state insurance laws as well as other applicable laws, and
to provide effective administration of the Portfolios; (iii)
maintaining or supervising the maintenance by third parties of
such books and records of the Trust and the Portfolios as may
be required by applicable federal or state law other than the
records and ledgers maintained under the Investment Advisory
Contract; (iv) preparing or supervising the preparation by
third parties of all federal, state, and local tax returns and
reports of the Portfolios required by applicable law; (v)
preparing, filing, and arranging for the distribution of proxy
materials and periodic reports to shareholders of the
Portfolios or other appropriate parties 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 Trust and qualify the
Trust to do business or as otherwise required by applicable
law; (vii) taking such other action with respect to the
Portfolios, as may be required by applicable law, including
without limitation the rules and regulations of the SEC and of
state securities and insurance commissions and other
regulatory agencies; and (viii) providing the Portfolios, at
the Administrator's expense, with adequate personnel, office
space, communications facilities, and other facilities
necessary for the Portfolios' operations as contemplated in
this Agreement.
(b) Other Services. The Administrator shall also
procure on behalf of the Trust and the Portfolios, and at the
expense of the Administrator, the following persons to provide
services to the Portfolios, to the extent necessary: (i) a
custodian or custodians for the Portfolios to provide for the
safekeeping of the Portfolios' assets; (ii) a recordkeeping
agent to maintain the portfolio accounting records for the
Portfolios; (iii) a transfer agent for the Portfolios; and
(iv) a dividend disbursing agent for the Portfolios. The Trust
may be a party to any agreement with any of the persons
referred to in this Section 3(b).
(c) 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 Portfolios and services provided to the
Portfolios under this Agreement.
(d) 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 an Form N-1A as
supplemented or amended from time to time.
(ii) Will make available to the Trust, promptly
upon request, any of the Portfolios' books and
records as are maintained under this Agreement, and,
upon request by the Trust, 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 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 Portfolios 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 attorneys, 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 monthly fee,
calculated as a percentage (on an annual basis) of the average daily value of
the net assets of each of the Portfolios during the preceding month. The fee
rates applicable to each Portfolio shall be set forth in a schedule to this
Agreement. The fees payable to the Administrator for all of the Portfolios 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.
6. 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.
7. 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 assumed by the
Portfolios under this Agreement, and any expenses that are paid under the terms
of the Investment Advisory Contract. The Administrator assumes and shall pay for
maintaining its staff and personnel and shall, at its own expense provide the
equipment, office space, office supplies (including stationery), and facilities
necessary to perform its obligations under this Agreement. In addition, the
Administrator shall bear the following expenses under this Agreement:
(a) Expenses of all audits by Trust's independent
public accountants;
(b) Expenses of the Trust's transfer agent, registrar,
dividend disbursing agent, and shareholder recordkeeping
services;
(c) Expenses of the Trust's custodial services
including any recordkeeping services provided by the
custodian;
(d) Expenses of obtaining quotations for calculating
the value of each Portfolio's net assets;
(e) Expenses of obtaining Portfolio Activity Reports
for each Portfolio;
(f) Expenses of maintaining the Trust's tax records;
(g) Costs and/or fees, including legal fees, incident
to meetings of the Trust's shareholders or of any contract
owners with contract value allocated to the Trust, the
preparation, printing and mailings of prospectuses, notices
and proxy statements and reports of the Trust to its
shareholders or other appropriate recipients, the filing of
reports with regulatory bodies, the maintenance of the
Trust's existence and qualification to do business, and the
expense of issuing, redeeming, registering and qualifying
for sale, shares with federal and state securities and/or
insurance authorities;
(h) The Trust's ordinary legal fees, including the
legal fees that arise in the ordinary course of business for
a Delaware business trust registered as an open-end
management investment company;
(i) Costs of printing 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; and
(k) Association membership dues.
The Trust shall bear the following expenses:
(a) Salaries and other compensation or expenses,
including travel expenses, of any of the Trust's executive
officers and employees, if any, who are not officers,
directors, stockholders, partners or employees of the
Administrator or its subsidiaries or affiliates;
(b) Taxes and governmental fees, if any, levied against
the Trust or any of its Portfolios;
(c) Brokerage fees and commissions, and other portfolio
transaction expenses incurred for any of the Portfolios;
(d) Costs, including the interest expenses, of
borrowing money;
(e) Fees and expenses, including travel expenses, and
fees and expenses of legal counsel retained for their
benefit, of trustees who are not officers, employees,
partners or shareholders of PIMCO or its subsidiaries or
affiliates;
(f) Extraordinary expenses, including extraordinary
legal expenses, 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 Portfolios, and any other expenses which are
capitalized in accordance with generally accepted accounting
principles; and
(h) Any expenses allocated or allocable to a specific
class of shares.
8. 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 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 Portfolios as
described in Section 2(b) of this Agreement.
9. Term and Continuation. This Agreement shall take effect as
of the date indicated above, and shall remain in effect, unless sooner
terminated as provided herein, for two years from such date, and shall continue
thereafter on an annual basis with respect to each 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, 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, or PIMCO, cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated:
(a) 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 Portfolio, by vote of a majority
of the outstanding voting shares of such Portfolio, on 60
days' written notice to the Administrator;
(b) at or after the expiration of the two-year period
commencing the date of its effectiveness, by the Administrator
at any time, without the payment of any penalty, upon 60 days'
written notice to the Trust.
10. Use of Name. It is understood that the name "Pacific
Investment Management Company" or "PIMCO" or any derivative thereof or logo
associated with those names are the valuable property of PIMCO and its
affiliates, and that the right of the Trust and/or the Portfolios to use such
names (or derivatives or logos) shall be governed by the Investment Advisory
Contract.
11. 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 Xxxxxxx Xxxxxx Xxxxx, 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 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to
such other address or to such individual as shall be specified by the Trust.
12. Trust Obligation. 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 the Trust and
shall not be binding upon any trustee, officer, or shareholder of the Trust
individually.
13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original.
14. Miscellaneous. (a) This Agreement shall be governed by the
laws of California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or 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.
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 VARIABLE INSURANCE TRUST
_____________________ By:_________________________
Attest Title:
Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:_________________________
Title:
______________________
Attest
Title:
Schedule to
Administration Agreement
Fee Rate
Money Market Portfolio 0.20%
Short-Term Bond Portfolio 0.25
Low Duration Bond Portfolio 0.25
High Yield Bond Portfolio 0.25
Total Return Bond Portfolio 0.25
Global Bond Portfolio 0.30
Foreign Bond Portfolio 0.30
Emerging Markets Bond Portfolio 0.35
StocksPLUS Growth and Income Portfolio 0.25
Strategic Balanced Portfolio 0.25
