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EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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5(c)(iv) Form of Administration Agreeement 99.B5(c)(iv)
between PIMCO Advisors L.P. and Pacific
Investment Management Company
ADMINISTRATION AGREEMENT
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ADMINISTRATION AGREEMENT, made as of the 14th day of January 1997, between
PIMCO Advisors L.P., a Delaware limited partnership ("PALP"), and Pacific
Investment Management Company, a Delaware general partnership (the
"Administrator" or "PIMCO").
WITNESSETH
WHEREAS, PALP has administration/management agreements (the "PALP
Administration Agreements") with PIMCO Funds: Multi-Manager Series, a
Massachusetts business trust ("PFMMS") and Cash Accumulation Trust, a
Massachusetts business trust ("CAT") and PIMCO has an Administration Agreement
(the "PIMCO Administration Agreement") with PIMCO Funds: Pacific Investment
Management Series, a Massachusetts business trust ("PIMS") (the PALP
Administration Agreements and the PIMCO Administration Agreement are
collectively the "Administration Agreements" and PFMMS, PIMS and CAT are each a
"Trust" and, collectively, the "Trusts");
WHEREAS, each 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");
WHEREAS, PFMMS and PIMS have each established multiple series and CAT has
established a single series (each such series a "Fund" and, collectively the
"Funds");
WHEREAS, PALP, pursuant to the PALP Administration Agreements, provides
various administrative and other services to PFMMS and CAT, and PIMCO pursuant
to the PIMCO Administration Agreement provides various administrative and other
services to PIMS;
WHEREAS, on or after the effective date of this Agreement, each Fund of
PFMMS and PIMS may offer five classes of shares: Institutional Class,
Administrative Class, Class A, Class B, and Class C, of which Class A, Class B,
and Class C shares are referred to herein as "Retail Class" shares; and
WHEREAS, PALP wishes PIMCO to provide certain administrative and other
services (but not investment advisory services) to the Trusts with respect to
the Funds in the manner and on the terms hereinafter set forth;
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 hereto agree as follows:
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1. Appointment. PALP hereby appoints PIMCO as the Administrator to provide
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the administrative and other services set forth in Section 2 with
respect to the PFMMS and CAT Funds and for the Retail Shares of PIMS 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 provided in
Section 5.
In the event any Trust establishes and designates additional series with
respect to which PALP desires to retain the Administrator to render
administrative and other services hereunder, PALP shall notify the
Administrator in writing, whereupon such additional series shall become
a Fund hereunder unless the Administrator is not willing to render such
services and it so notifies PALP in writing within five (5) days of
receiving such notice.
2. Duties. Subject to the approval or consent of PALP and the Board of
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Trustees of each Trust, the Administrator shall provide all
organizational, administrative and other services reasonably necessary
for the operation of the Funds other than the investment advisory
services provided by PALP and/or various sub-advisors pursuant to the
investment advisory contracts (the "Investment Advisory Contracts") with
each Trust and, where appropriate, the sub-advisory agreements between
PALP and the sub-advisors.
(a) Administrative Services. Subject to the general supervision of the
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Board of Trustees of each Trust and PALP, 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 advisor or advisors 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 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 Trusts and the Funds as
may be required by applicable federal or state law other than any
records and ledgers that PALP indicates it will maintain under the
Investment Advisory Contracts; (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,
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filing, and arranging for the distribution of proxy materials and annual
and semi-annual financial statements 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 Trusts 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 with adequate personnel, office space,
communications facilities, and other facilities necessary for the Funds'
operations as contemplated in this Agreement. It is understood and
agreed that any printing, mailing and filing fee expenses in connection
with items (v) and/or (vi) above shall be the responsibility of PALP
and/or the Trusts and not the responsibility of the Administrator.
(b) Other Services. Subject to the approval or consent of PALP and the Board
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of Trustees of each Trust, the Administrator shall assist each Trust and
the Funds to procure (at the expense of the Administrator with respect
to the PIMS Institutional and Administrative shares and of PALP for the
PIMS Retail Shares and all shares of PFMMS) the following services for
the Funds: (i) custodian services for the Funds to provide for the
safekeeping of the Funds' assets; (ii) recordkeeping services to
maintain the portfolio accounting records for the Funds; (iii) transfer
agent services for the Funds; and (iv) dividend disbursing services for
the Funds. As required by the Administration Agreements, 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.
(c) Retail Class Services. In addition to the Administrator's
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responsibilities as specified in Subsections (a) and (b) above, subject
to the general supervision of the Board of Trustees of each Trust and
PALP, the Administrator, at PALP's expense, also shall provide, directly
or through persons selected by the Administrator, to the Retail Classes
of the Funds the following administrative, recordkeeping, and
shareholder services: (i) transfer agency services reasonably necessary
to meet the increased account activity associated with the Retail
Classes; (ii) dividend disbursing services reasonably necessary to meet
the increased number of accounts associated with the Retail Classes;
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(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) Organizational Services. The Administrator shall provide the
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Trusts and the Funds (at PALP's expense with respect to the PIMS
Retail Shares and all Shares of PFMMS and at the Administrator's
expense with respect to the PIMS Institutional and Administrative
Shares) 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 applicable
Trust's Registration Statement.
(e) The Administrator shall also make its officers and employees
available to the Board of Trustees and officers of each Trust for
consultation and discussions regarding the administration of the
Funds and services provided to the Funds under this Agreement.
(f) 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 each Trust's Board of Trustees, with the
provisions of each Trust's Registration Statement filed on
Form N-1A as supplemented or amended from time to time.
(ii) Will make available to each Trust, promptly upon request,
any of the Fund's 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
such Trust are being conducted in a manner consistent with
applicable laws and regulations.
(iii) Will regularly report to each Trust's Board of Trustees
(including in connection with each approval of an Investment
Advisory Contract pursuant to Section 15 of the 0000 Xxx) on
the services provided under this Agreement and will
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furnish each Trust's Board of Trustees with respect to the Funds
such periodic and special reports as the Trustees may reasonably
request.
For as long as this Agreement remains in effect, PALP shall relinquish
any and all potential economic benefits to be derived from
administrative fees to be paid PFMMS' former Managed Bond and Income
Fund and Money Market Fund which have been reorganized as series of
PIMS. Accordingly, PIMCO shall be entitled to retain the full amount of
advisory and administrative fees paid by these Funds effective as of
October 31, 1995.
In the event that this Agreement is terminated, then PALP shall be
entitled to receive from PIMCO compensation in the amount of $36,917
per month for the loss of the economic benefits associated with the
reorganization, effective October 31, 1995, of PFMMS' former Managed
Bond and Income Fund as a new series of PIMS (now called the PIMCO
Total Return Fund II). If, after the termination of this Agreement, the
total net assets of the PIMCO Total Return Fund II fall below $443
million, then the monthly compensation to be received by PALP shall
instead be equal to one-twelfth of 0.10% of the average daily net
assets of the PIMCO Total Return Fund II (adjusted upward to include an
amount equal to the net exchanges (if any) out of the PIMCO Total
Return Fund II into another portfolio or portfolios managed by PIMCO).
PALP shall be entitled to receive such compensation only so long as
PIMCO serves as both the advisor and administrator to the PIMCO Total
Return Fund II or its sucessor, or until such time that the parties
mutually agree to delete or amend this provision.
3. Documentation. PALP has delivered copies of each of the following
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documents with respect to each Trust to the Administrator and will
deliver to it all future amendments and supplements thereto, if any:
(a) each Trust's Registration Statement as filed with the SEC and any
amendments thereto;
(b) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the
Registration Statements described above; and
(c) copies of the Agreement and Declaration of Trust and Bylaws of
each Trust, as amended and restated through the date hereof.
4. Independent Contractor. The Administrator shall for all purposes herein
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be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees of a
Trust from time to
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time, have no authority to act for or represent any Trust in any way
or otherwise be deemed its agent.
5. Compensation. PALP shall receive all administrative fees pursuant to
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the Administration Agreements with PFMMS and CAT and PIMCO shall pay
or assign to PALP all administrative fees payable with respect to the
Retail Classes pursuant to the PIMS Administration Agreement. As
compensation for the services rendered under this Agreement, PALP
shall pay to the Administrator a fee at an annual rate of .035% on the
first $10 billion in aggregate average daily net assets of the Funds
of PFMMS and CAT and of the Retail Shares of PIMS and .028% on such
assets in excess of $10 billion. The average daily net asset value of
each Fund of PFMMS and CAT and of the Retail Shares of PIMS shall be
determined by taking an average of all of the determinations of such
net asset value during such month at the close of business on each
business day during such month while this Agreement is in effect. The
fees payable to the Administrator for all of the Funds shall be paid
monthly within five (5) business days after the end of such month. If
for any month during the term of this Agreement, the aggregate
compensation payable to the Administrator hereunder is less the
$100,000, then on or before the fifth business day of the subsequent
month, PALP shall pay the Administrator a special fee equal to the
difference between $100,000 and the aggregate compensation payable to
the Administrator for such prior month. Thereafter, if any future
monthly payment to the Administrator exceeds $100,000, there shall be
no adjustment in such amount because of any special fee paid pursuant
to the prior sentence. If the Administrator shall serve for less than
any whole month or less than any whole year, the foregoing
compensation shall be prorated.
6. Non-Exclusivity. It is understood that the services of the
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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
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pay all expenses (except those to be borne by the Trusts pursuant to
the Administration Agreements or the Investment Advisory Contracts and
those to be borne by PALP as provided herein) incurred by it in
connection with its obligations under this Agreement, which shall
include the expenses of maintaining its staff and personnel and
providing the equipment, office space, and facilities necessary to
perform its obligations under this Agreement. In addition, except as
otherwise provided herein, the Administrator shall pay all of the
expenses it has agreed to pay pursuant to the PIMS Administration
Agreement and PALP shall pay all of the expenses it has agreed to pay
pursuant to the PALP Administration Agreements.
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8. Liability. The Administrator shall give PALP and each Trust the
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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, PALP agrees that neither the Administrator nor
its 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 the 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 PALP of the Administrator and that of its officers,
directors, and employees, and shall in no way govern any other
liability to any 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) or (c) hereof.
9. Term and Continuation. This Agreement shall take effect as of January
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14, 1997 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 Fund, unless
terminated as set forth below.
This Agreement may be terminated:
(a) by PALP at any time, without the payment of any penalty, upon 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 PALP; or
(c) with respect to services rendered or to be rendered to PFMMS, at
any time without the payment of any penalty, by vote of a
majority of the independent Trustees of PFMMS.
This Agreement shall automatically terminate as to any Fund if the
Administration Agreement with respect to such Fund between PALP or
PIMCO, as the case may be, and the applicable Trust shall terminate.
10. Notices. Notices of any kind to be given to the Administrator by PALP
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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 PALP by the Administrator shall be in writing and
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shall be duly given if mailed or delivered to PALP at 000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such
other address or to such individual as shall be specified by PALP.
11. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original.
12. Miscellaneous.
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(a) This Agreement shall be governed by the laws of the State of
California, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act 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 PALP or the Administrator
without the consent of the other party.
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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 ADVISORS L.P.
By:
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Attest: Name:
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Title: Title:
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PACIFIC INVESTMENT
MANAGEMENT COMPANY
By:
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Attest: Name:
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Title: Title:
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