<PAGE>
Exhibit (h)(1)
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of March 2,
2000, amending and restating the Amended and Restated Administration Agreement
dated April 8, 1998, which amended and restated 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
<PAGE>
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
-2-
<PAGE>
and of state securities commissions and other regulatory agencies; and
(viii) providing the 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:
-3-
<PAGE>
(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) 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
requested 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
-4-
<PAGE>
portion of the fees hereunder which represents reimbursements in respect of
Special Class D Services.
(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
-5-
<PAGE>
(b) exhibits, powers of attorney, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
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 attributable to a class or classes of
Shares as set forth in the attached Schedule set forth as Exhibit A hereto. 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, to the extent this Agreement is a distribution plan: (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, to the extent this Agreement is an agreement related to a distribution
plan: (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
-6-
<PAGE>
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.
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);
-7-
<PAGE>
(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;
(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;
-8-
<PAGE>
(g) Organizational and offering expenses of the Trust and the Funds to
the extent authorized by the Trust's Board of Trustees, and any expenses
which are capitalized in accordance with generally accepted accounting
principles; and
(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 1940 Act) 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
-9-
<PAGE>
Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO Opportunity
Fund, and PIMCO Innovation Fund, a majority of the Trustees of the Trust
who are not "interested persons" (as such term is defined in the 1940 Act)
of the Trust or 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 800 Newport Center Drive, Newport Beach, California 92660, 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 the
Administrator at 840 Newport Center Drive, Newport Beach, California 92660, or
to such other address or to such individual as shall be specified by the
Administrator.
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.
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<PAGE>
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 (except to the extent that the
Agreement constitutes a "distribution plan" within the meaning of Rule 12b-
1 under the 1940 Act) in the event of its "assignment" (as defined in the
1940 Act).
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<PAGE>
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-
<PAGE>
Exhibit A
---------
Schedule to Administration Agreement
<TABLE>
<CAPTION>
Fee Rate:
--------
Institutional and
Administrative Classes Classes A, B & C
---------------------- ----------------
Custody and Custody and
Portfolio Portfolio
Fund Accounting Other Total Accounting Other Total*
---- ---------- ----- ----- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
PIMCO Capital Appreciation 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Mid-Cap 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Small-Cap 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Micro-Cap 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 Select Growth 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 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 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 Mega-Cap 0.10 0.15 0.25 0.10 0.30 0.40
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 0.60 0.70
PIMCO Structured Emerging
Markets 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Tax-Efficient Structured
Emerging Markets 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Tax-Efficient Equity 0.10 0.15 0.25 0.10 0.30 0.40
NFJ Equity Income 0.10 0.15 0.25 n/a n/a n/a
NFJ Value 0.10 0.15 0.25 n/a n/a n/a
NFJ Value 25 0.10 0.15 0.25 n/a n/a n/a
PIMCO Global Innovation 0.10 0.30 0.40 0.10 0.50 0.60
PIMCO Growth & Income* 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO Healthcare Innovation 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO Internet Innovation 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO Telecom Innovation 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO Electronics Innovation 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO Small-Cap Technology 0.10 0.15 0.25 0.10 0.40 0.50
PIMCO/Allianz Select World 0.10 0.40 0.50 0.10 0.60 0.70
PIMCO/Allianz New Asia 0.10 0.40 0.50 0.10 0.60 0.70
PIMCO/Allianz Europe Growth 0.10 0.40 0.50 0.10 0.60 0.70
PIMCO/Allianz Emerging Markets 0.10 0.40 0.50 0.10 0.60 0.70
</TABLE>
* Until August 1, 2000, this Fund is named "PIMCO Mid-Cap Equity Fund." Until
that date, Class A, B, C and D shares of this Fund will have the same fee rates
as PIMCO Capital Appreciation Fund.
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<PAGE>
Schedule to Administration Agreement (cont.)
<TABLE>
<CAPTION>
Fee Rate:
---------
Institutional and
Administrative Classes Classes A, B & C
---------------------- ----------------
Custody and Custody and
Portfolio Portfolio
Fund Accounting Other Total Accounting Other Total*
---- ---------- ----- ----- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
PIMCO Funds Asset Allocation Series
-----------------------------------
90/10 Portfolio 0.10 0.05 0.15 0.10 0.30 0.40
60/40 Portfolio 0.10 0.05 0.15 0.10 0.30 0.40
30/70 Portfolio 0.10 0.05 0.15 0.10 0.30 0.40
</TABLE>
------------------
* The Total fee rate for Class A, B and C shares shall be reduced by 0.05% per
annum on a Fund's average daily net assets attributable in the aggregate to
Class A, B and C shares in excess of $2.5 billion. For example, Class A, B and C
shares of PIMCO Capital Appreciation Fund shall pay an annual fee rate of 0.40%
on the Fund's first $2.5 billion of average daily net assets attributable in the
aggregate to Class A, B and C shares, and 0.35% on such assets in excess of $2.5
billion.
Class D Shares
--------------
Custody and
Portfolio
Fund Accounting Other Total
---- ---------- ----- -----
PIMCO Capital Appreciation 0.10 0.55 0.65
PIMCO Mid-Cap 0.10 0.55 0.65
PIMCO Renaissance 0.10 0.55 0.65
PIMCO Growth 0.10 0.55 0.65
PIMCO Innovation 0.10 0.55 0.65
PIMCO Equity Income 0.10 0.55 0.65
PIMCO Value 0.10 0.55 0.65
PIMCO Tax-Efficient Equity 0.10 0.55 0.65
PIMCO Select Growth 0.10 0.55 0.65
PIMCO Global Innovation 0.10 0.75 0.85
PIMCO Target 0.10 0.55 0.65
PIMCO International Growth 0.10 0.85 0.95
PIMCO Growth & Income 0.10 0.65 0.75
PIMCO Healthcare Innovation 0.10 0.65 0.75
PIMCO Internet Innovation 0.10 0.65 0.75
PIMCO Telecom Innovation 0.10 0.65 0.75
PIMCO Electronics Innovation 0.10 0.65 0.75
PIMCO Small-Cap Technology 0.10 0.65 0.75
PIMCO/Allianz Select World 0.10 0.85 0.95
PIMCO/Allianz New Asia 0.10 0.85 0.95
PIMCO/Allianz Europe Growth 0.10 0.85 0.95
PIMCO/Allianz Emerging Markets 0.10 0.85 0.95
-14-
<PAGE>
Schedule to Administration Agreement (cont.)
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to
Administration Agreement 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:
-15-
