Exhibit 9.12 Nicholas-Applegate Mutual Funds 600 West Broadway 30th Floor San Diego, California 92101 December __, 1996 State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Ladies and Gentlemen: Reference is made to the Transfer...

                                                                    Exhibit 9.12


                           Xxxxxxxx-Xxxxxxxxx Mutual Funds
                                  000 Xxxx Xxxxxxxx
                   00xx Xxxxx
                             Xxx Xxxxx, Xxxxxxxxxx  00000

December __, 0000

Xxxxx Xxxxxx Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX  00000

Ladies and Gentlemen:

         Reference is made to the Transfer Agency and Service Agreement between
us dated as of April 1, 1993 (the "Agreement").

         Pursuant to Section 10.01 of the Agreement, we wish to add the
following Portfolio to the Agreement:

              XXXXXXXX-XXXXXXXXX LARGE CAP GROWTH INSITUTIONAL PORTFOLIO

         Please indicate your acceptance of this addition by signing the letter
below and returning a copy to us.  Thank you for your assistance regarding this
matter.


Sincerely,



E. Xxxxx Xxxxx, Jr.
Secretary

APPOINTMENT ACCEPTED:

STATE STREET BANK AND TRUST COMPANY


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