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EXHIBIT NO. EXHIBIT NAME EXHIBIT NO.
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5(c)(ii) Form of Amended Administration Agreement 99.B5(c)(ii)
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this _____ day of _____, 199_, 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.
WHEREAS, the 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"); 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 multiple series, including PIMCO
International Fund, PIMCO International Developed Fund, PIMCO Emerging Markets
Fund, PIMCO Capital Appreciation Fund, PIMCO Mid Cap Growth Fund, PIMCO Small
Cap Growth Fund, PIMCO Micro Cap Growth Fund, PIMCO Renaissance Fund, PIMCO Core
Equity Fund, PIMCO Growth Fund, PIMCO Mid Cap Equity Fund, PIMCO Target Fund,
PIMCO Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, PIMCO
Equity Income Fund, PIMCO Value Fund, PIMCO Small Cap Value Fund, PIMCO Enhanced
Equity Fund, PIMCO Structured Emerging Markets Fund, PIMCO Balanced Fund, and
PIMCO Precious Metals Fund (each a "Fund"); and
WHEREAS, on or after the effect date of this agreement, each Fund
offers up to 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, the Trust wishes to retain PALP to provide administrative and
other services to the Trust with respect to the Funds in the manner and on the
terms hereinafter set forth; and
WHEREAS, PALP 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 agree as follows:
1. Appointment. The Trust hereby appoints PALP as the Administrator
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to provide the administrative and other services with respect to the Funds 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 herein provided.
In the event the Trust establishes and designates additional series
with respect to which it desires to retain the Administrator to render
administrative and other services hereunder, it shall notify the Administrator
in writing. If the Administrator is willing to render such services, it shall
notify the Trust in writing, whereupon such additional series shall become a
Fund hereunder.
2. Duties. Subject to the general supervision of the Board of
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Trustees, 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 pursuant to its Investment
Advisory Agreement with the Trust.
(a) Administrative Services. Subject to the approval or consent
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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 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
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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 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.
(b) Other Services. Subject to the approval or consent of the Board
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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 to 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
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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
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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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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.
(e) 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.
(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 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 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
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following documents to the Administrator and will deliver to it all future
amendments and supplements thereto, if
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any:
(a) the Trust's Registration Statement as filed with the
SEC and any amendments thereto; and
(b) exhibits, powers of attorneys, 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
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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
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this Agreement, the Trust shall pay to the Administrator a fee based on the
average daily net assets of each of the Funds as set forth in the attached
Schedule. 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.
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
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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;
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(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);
(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; and
(l) Services to organize and offer shares of the Trust and the
Funds.
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;
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(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;
(g) Organizational and offering expenses of the Trust and the
Funds to the extent authorized by the Trust's Board of Trustees, and
any other 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 pursuant to an administrative services or
distribution plan.
8. Liability. The Administrator shall give the Trust the benefit of
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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
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provide services for the Funds as described in Section 2(b) or (c) of this
Agreement.
9. Term and Continuation. This Agreement shall take effect as of the
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date hereof, and shall remain in effect, unless sooner terminated as provided
herein, until two years 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, or (b) by vote of a majority of
the outstanding voting shares of the Funds, 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 PALP, cast in person at a meeting called for the purpose
of voting on such approval.
This Agreement may be terminated:
(a) 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 Renaissance Fund, PIMCO Growth Fund, PIMCO Target Fund, PIMCO
Opportunity Fund, PIMCO Innovation Fund, PIMCO Tax Exempt Fund, and
PIMCO Precious Metals Fund, a majority of the Trustees of the Trust
who are not "interested persons" (as such term is defined in the 0000
Xxx) of the Trust or PALP; or (3) 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 such Fund, on 60 days'
written notice to the Administrator; and
(b) by the Administrator at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust.
10. Use of Name. It is understood that the name "PIMCO Advisors L.P."
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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 ____________.
11. Notices. Notices of any kind to be given to the Administrator by
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the Trust 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
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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 000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such
other address or to such individual as shall be specified by the Trust.
12. Trust Obligation. A copy of the Trust's Amended and Restated
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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 the Trust and shall not be
binding upon any trustee, officer, or shareholder of the Trust individually.
13. 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.
14. Miscellaneous.
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(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 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.
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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 FUNDS: MULTI-MANAGER
SERIES
Attest: By:
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Title: Title:
PIMCO ADVISORS L.P.
Attest: By:
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Title: Title:
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Schedule to Administration Agreement
Fee Rate:
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Non-Retail Classes Retail Classes
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Custody and Custody and
Portfolio Portfolio
Accounting Other Total Accounting Other Total*
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PIMCO Capital Appreciation 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Mid Cap Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Small Cap Growth 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Micro Cap Growth 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 Core Equity 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 Mid Cap Equity 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 Tax Exempt 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 Balanced 0.10 0.15 0.25 0.10 0.30 0.40
PIMCO Precious Metal 0.10 0.20 0.30 0.10 0.35 0.45
PIMCO International 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO International Developed 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Emerging Markets 0.10 0.40 0.50 0.10 0.55 0.65
PIMCO Structured Emerging Markets 0.10 0.40 0.50 0.10 0.55 0.65
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* Subject to a reduction of .05% once Fund assets attributable to Retail
Class shares exceed $2.5 billion.
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