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EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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15(xiii) Form of Amendment to Administration Agreement 99.B15(xiii)
[Form of]
AMENDMENT DATED [___________,] 199_
TO
ADMINISTRATION AGREEMENT
DATED NOVEMBER 1, 1995
The Administration Agreement, dated as of November 1, 1995 (the
"Agreement") between PIMCO Funds (the "Trust"), a Massachusetts business trust,
and Pacific Investment Management Company (the "Administrator" or "PIMCO"), a
general partnership organized under the laws of California, is hereby amended as
follows:
(1) The second and third introductory paragraphs of the Agreement are
hereby amended so that said paragraphs read in their entirety as follows:
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 each
series of the Trust issues its Shares in five classes: Class A, Class B, Class
C, the Institutional Class and the Administrative Class, with each such class
representing interests in the same portfolio of securities and other assets; and
WHEREAS, the Trust has established twenty series, which are
designated as the Money Market Fund; the Short-Term Fund; the Low Duration Fund;
the Low Duration Fund II; the Low Duration
Fund III; the Moderate Duration Fund; the High Yield Fund; the Total Return
Fund; the Total Return Fund II; the Total Return Fund III; the Commercial
Mortgage Securities Fund; the Long-Term U.S. Government Fund; the Real Return
Bond Fund; the Foreign Bond Fund; the Global Bond Fund; the Global Bond Fund II;
the International Bond Fund; the StocksPLUS Fund; the StocksPLUS Short Strategy
Fund; and the Strategic Balanced Fund; 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 "Funds"; and
(2) Section 5 is hereby amended so that reads in its entirety as follows:
5. Compensation. As compensation for the services rendered under
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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 Funds during the preceding month. The fee rates
applicable to each Class of a Fund shall be set forth in a schedule to this
Agreement. The fees payable to the Administrator for all of the Funds 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.
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(3) In Section 7, Paragraph (h) of the expenses of the Trust is hereby
amended so that it reads as follows:
[The Trust shall bear the following expenses:]
(h) Any expenses allocated or allocable to a specific class
of shares, including fees paid pursuant to an administrative
services or distribution plan.
(4) Section 8 is hereby amended so that it reads in its entirety as
follows:
8. Liability. The Administrator shall give the Trust the benefit
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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
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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) of this Agreement.
(5) Term and Continuation. This Amendment to the Agreement shall take
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effect as of the date indicated above, and shall remain in effect, unless sooner
terminated as provided herein, for one year from such date, and shall continue
thereafter on an annual basis with respect to each Fund or class thereof
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 Fund or class, 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.
(a) This Agreement may be terminated with respect to the Institutional
Class and Administrative Class shares of the Funds (except for the Global
Bond Fund II):
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(i) 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 Fund, by vote of a majority of the outstanding voting
shares of the Administrative and Institutional Class shareholders of
such Fund, on 60 days' written notice to the Administrator;
(ii) at the expiration of the two-year period commencing the date
of its effectiveness (November 1, 1995), by the Administrator at any
time, without the payment of any penalty, upon 60 days' written notice
to the Trust.
(b) This Agreement may be terminated with respect to the Class A,
Class B or Class C Shares of the High Yield, Total Return, Low Duration,
and Money Market Funds, or with respect to any class of shares of the
Global Bond Fund II:
(i) by the Trust at any time with respect to the services
provided by the Administrator, without the payment of any penalty, 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 Fund or class, by vote
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of a majority of the outstanding voting shares of such Fund or class,
on 60 days' written notice to the Administrator;
(ii) at the expiration of the one-year period commencing on the
date of effectiveness of this Amendment, by the Administrator at any
time, without the payment of any penalty, upon 60 days' written notice
to the Trust.
(c) This agreement may be terminated with respect to the Class A,
Class B or Class C Shares of each Fund other than those Funds in Section
5(b) above:
(i) by the Trust at any time with respect to the services
provided by the Administrator, without the payment of any penalty, 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 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;
(ii) by the Administrator at any time, without payment of any
penalty, upon 60 days' written notice to the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
by their officers designated below on the day and year first above written.
PIMCO FUNDS
__________________________ By: __________________________________
Attest Title:
Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY
__________________________ By: __________________________________
Attest Title:
Title:
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Schedule to
Administration Agreement
Fee Rate
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Institutional
and
Administrative
Fund Classes (%) Class A, B and C (%)
---- ------------------------------------------- ----------------------------------------------
Custody and Other Custody and Other
Portfolio Accounting Expenses Total Portfolio Accounting Expenses Total
-------------------- -------- ----- -------------------- -------- -----
Money Market 0.10 0.10 0.20 0.10 0.25 0.35
Short-Term 0.10 0.10 0.20 0.10 0.25 0.35
Low Duration 0.10 0.08 0.18 0.10 0.30 0.40
Low Duration II 0.10 0.15 0.25 0.10 0.30 0.40
Low Duration III 0.10 0.15 0.25 0.10 0.30 0.40
Moderate Duration 0.10 0.10 0.20 0.10 0.30 0.40
High Yield 0.10 0.15 0.25 0.10 0.30 0.40
Total Return 0.10 0.08 0.18 0.10 0.30 0.40
Total Return II 0.10 0.15 0.25 0.10 0.30 0.40
Total Return III 0.10 0.15 0.25 0.10 0.30 0.40
Commercial Mortgage Securities 0.10 0.15 0.25 0.10 0.30 0.40
Long-Term U.S. Government 0.10 0.15 0.25 0.10 0.30 0.40
Real Return Bond 0.10 0.15 0.25 0.10 0.30 0.40
Foreign Bond 0.10 0.15 0.25 0.10 0.35 0.45
Global Bond 0.10 0.20 0.30 0.10 0.35 0.45
Global Bond II 0.10 0.20 0.30 0.10 0.35 0.45
International Bond 0.10 0.15 0.25 0.10 0.35 0.45
StocksPLUS 0.10 0.15 0.25 0.10 0.30 0.40
StocksPLUS Short Strategy 0.10 0.15 0.25 0.10 0.30 0.40
Strategic Balanced 0.10 0.15 0.25 0.10 0.30 0.40
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