AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of _________, 1998
amending and restating the Administration Agreement dated January 14, 1997,
between PIMCO Funds: Multi-Manager Series (the "Trust"), a Massachusetts
business trust, and PIMCO Advisors L.P. (the "Administrator" or "PALP"), a
limited partnership 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 six classes of shares: Institutional Class, Administrative Class,
Class A, Class B, Class C and Class D of which Class A, Class B, Class C and
Class D shares are sometimes hereinafter referred to herein as "Retail Class"
shares; and
WHEREAS, the Trust wishes to retain PALP 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, PALP 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 PALP 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 PALP pursuant to its Investment Advisory Agreement with the
Trust or the distribution services provided by PIMCO Funds Distributor LLC
("PFD") 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
-2-
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)
-3-
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 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 request 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, PFD, the Trust's principal underwriter, under
which PFD 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 PFD (the
"PFD 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 PFD 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.
-4-
(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), 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.
-5-
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 as set forth in the attached Schedule.
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 PFD'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 PFD 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: (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: (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 for that
Class.
-6-
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 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;
-7-
(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;
(l) 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 PALP 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 other
expenses which are capitalized in accordance with generally accepted
accounting principles; and
-8-
(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 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
PALP, 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, PIMCO Innovation Fund, PIMCO Tax Exempt Fund,
and PIMCO Precious Metals 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
-9-
PALP; 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 L.P." or
-----------
"PALP" or any derivative thereof or logo associated with those names are the
valuable property of PALP 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 Amended and Restated Investment Advisory Agreement between PALP 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 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 m ailed 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, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000, or to such other address or to such individual as shall be specified by
the Trust.
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.
-10-
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 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 in the event of its "assignment"
(as defined in the 1940 Act).
-11-
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:
------------------------------------
Title:
PIMCO ADVISORS L.P.
By:
------------------------------------
Title:
-12-
Schedule to Administration Agreement
Fee Rate:
--------
Institutional and
Administrative Classes Classes A, B & C
---------------------- ----------------
Custody and Custody and
Portfolio Portfolio
Accounting Other Total Accounting Other Total
---------- ----- ----- ---------- ----- -----
PIMCO Capital Appreciation 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Mid Cap Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Small Cap Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Micro Cap Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Renaissance 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Core Equity 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Mid Cap Equity 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Target 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Opportunity 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Innovation 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Tax Exempt 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Equity Income 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Value 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Small Cap Value 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Enhanced Equity 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Balanced 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Precious Metal 0.10 0.20 0.30 0.10 0.35 0.45
PIMCO International 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO International Growth 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO International
Developed 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Emerging Markets 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Structured Emerging
Markets 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Tax-Managed Structured
Emerging Markets 0.10 0.40 0.50 0.10 0.55 0.65
------------------
* Subject to a reduction of .05% once Fund assets attributable to Class A, B
and C shares exceed $2.5 billion.
-13-
Schedule to Administration Agreement
------------------------------------
Class D Shares
--------------
Custody and
Portfolio
Accounting Other Total
---------- ----- -----
PIMCO Capital Appreciation 0.10 0.55 0.65
PIMCO Mid Cap Growth 0.10 0.55 0.65
PIMCO Small Cap Growth n/a n/a n/a
PIMCO Micro Cap Growth n/a n/a n/a
PIMCO Renaissance 0.10 0.55 0.65
PIMCO Core Equity n/a n/a n/a
PIMCO Growth n/a n/a n/a
PIMCO Mid Cap Equity n/a n/a n/a
PIMCO Target n/a n/a n/a
PIMCO Opportunity n/a n/a n/a
PIMCO Innovation 0.10 0.55 0.65
PIMCO Tax Exempt n/a n/a n/a
PIMCO Equity Income 0.10 0.55 0.65
PIMCO Value 0.10 0.55 0.65
PIMCO Small Cap Value 0.10 0.55 0.65
PIMCO Enhanced Equity n/a n/a n/a
PIMCO Balanced n/a n/a n/a
PIMCO Precious Metal n/a n/a n/a
PIMCO International n/a n/a n/a
PIMCO International Developed n/a n/a n/a
PIMCO Emerging Markets n/a n/a n/a
PIMCO Structured Emerging Markets n/a n/a n/a
-14-
