SUPPLEMENT TO SECOND AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
PIMCO Funds: Pacific Investment Management Series
840 Newport Center Drive
Newport Beach, California 92660
__________________, 2000
Pacific Investment Management Company LLC
840 Newport Center Drive
Newport Beach, California 92660
RE: PIMCO European Convertible Fund
PIMCO Asset-Backed Securities Portfolio
(series in the Private Account Portfolio Series)
PIMCO Asset-Backed Securities Portfolio II
(series in the Private Account Portfolio Series)
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Pacific Investment Management Company LLC (the "Administrator") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consisting of such investment portfolios as
have been or may be established by the Trustees of the Trust from time to time.
A separate series of shares of beneficial interest of the Trust is offered to
investors with respect to each investment portfolio. The PIMCO European
Convertible Fund, PIMCO Asset-Backed Securities Portfolio, and PIMCO
Asset-Backed Securities Portfolio II (the "Portfolios") are separate investment
portfolios of the Trust.
2. The Trust and the Administrator have entered into a Second Amended
and Restated Administration Agreement ("Agreement") dated May 5, 2000, pursuant
to which the Trust has employed the Administrator to provide management and
administrative services to the Trust as set forth in that Agreement.
3. As provided in paragraph 1 of the Agreement, the Trust hereby adopts
the Agreement with respect to the Portfolios and the Administrator hereby
acknowledges that the Agreement shall pertain to the Portfolios, the terms and
conditions of such Agreement being hereby incorporated herein by reference.
4. As provided in paragraph 5 of the Agreement and subject to further
conditions as set forth therein, the Trust shall with respect to each Portfolio
pay the Administrator a monthly fee, calculated as a percentage (on an annual
basis) of the average daily value of the net assets of each Portfolio during the
preceding month, for the PIMCO European Convertible Fund at a rate of 0.25% for
Institutional and Administrative Classes, at a rate of 0.40% for Class A, Class
B, and Class C and at a rate of 0.65% for Class D; and at an annual rate of
0.03% for the PIMCO Asset-Backed Securities Portfolio and PIMCO Asset-backed
Securities Portfolio II.
5. This Supplement and the Agreement shall become effective with
respect to each Portfolio on _____________, 2000 and shall continue in effect
with respect to each Portfolio for a period of more than two years from that
date only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of each Portfolio or by the Trust's Board of Trustees and (b)
by the vote, cast in person at a meeting called for the purpose, of a majority
of the Trust's trustees who are not parties to this Contract or "interested
persons" (as defined in the 1940 Act) of any such party. The Agreement may be
terminated at any time, without the payment of any penalty, by a vote of a
majority of the entire Board of Trustees of the Trust or by a majority of the
outstanding voting securities of the Trust or, with respect to a Portfolio by a
vote of a majority of the outstanding shares of the Portfolio, on 60 days'
written notice to the Administrator or, at or after the one-year period
commencing the date of its effectiveness, by the Administrator on 60 days'
written notice to the Trust. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
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If the foregoing correctly sets forth the agreement between the Trust
and the Administrator, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
PIMCO FUNDS: PACIFIC INVESTMENT MANAGEMENT SERIES
By: ______________________________
Title: President
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: ____________________________________
Title: Managing Director
