EXHIBIT 99(h)(7)
FORM OF
SECOND AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT, made this 5th day of
May, 2000 amending and restating the Amended and Restated Administration
Agreement dated February 24, 1998, as amended to date, between PIMCO Funds
(operating as PIMCO Funds: Pacific Investment Management Series) (the "Trust"),
a Massachusetts business trust, and Pacific Investment Management Company (the
"Administrator" or "PIMCO").
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 each series of the Trust
issues its Shares in up to eight classes: Class A, Class B, Class C, Class D,
Class J, Class K, 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 forty-two 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 Low Duration Mortgage Fund; the
Moderate Duration Fund; the Real Return Bond Fund; the Total Return Fund; the
Total Return Fund II; the Total Return Fund III; the Total Return Mortgage Fund;
the High Yield Fund; the Investment Grade Corporate
Bond Fund; the Long-Term U.S. Government Fund; the Long Duration Fund; the Short
Duration Municipal Income Fund; the Municipal Bond Fund; the California
Intermediate Municipal Bond Fund; the New York Intermediate Municipal Bond Fund;
the Global Bond Fund; the Global Bond Fund II; the Foreign Bond Fund; the
Emerging Markets Bond Fund; the Strategic Balanced Fund; the Convertible Fund;
the StocksPLUS Fund; the Commercial Mortgage Securities Fund; the StocksPLUS
Short Strategy Fund; the Short-Term Portfolio; the Short-Term Portfolio II; the
U.S. Government Sector Portfolio; the U.S. Government Sector Portfolio II; the
Mortgage Portfolio; the Mortgage Portfolio II; the Investment Grade Corporate
Portfolio; the High Yield Portfolio; the Municipal Sector Portfolio; the
International Portfolio; the Emerging Markets Portfolio; the Real Return Bond
Portfolio, and the Opportunity Portfolio, 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
WHEREAS, pursuant to an Investment Advisory Contract dated May 5, 2000,
between the Trust and PIMCO ("Investment Advisory Contract"), the Trust has
retained PIMCO to provide investment advisory services with respect to the Funds
in the manner and on the terms set forth therein; and
WHEREAS, the Trust wishes to retain PIMCO 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
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WHEREAS, PIMCO 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 PIMCO as the Administrator to
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provide or procure the administrative and other services with respect to the
Funds for the period and on the terms set forth in this Agreement, as
supplemented. 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
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Administrator shall provide or cause to be furnished all 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 pursuant
to the Investment Advisory Contract with the Trust or the distribution services
provided by PIMCO Funds Distributors LLC ("PFD") pursuant to its Distribution
Contract with the Trust.
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(a) Administrative Services. These services shall include the following:
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(i) coordinating matters relating to the operation of the Funds, including any
necessary coordination among the adviser or advisers to the Funds, the
custodian, transfer agent, dividend disbursing agent, and recordkeeping agent
(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 Contract; (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
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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, 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. The Administrator shall also procure on behalf of the
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Trust and the Funds, and at the expense of the Administrator, the following
persons to provide services to the Funds: (i) a custodian or custodians for
the Funds to provide for the safekeeping of the Funds' assets; (ii) a
recordkeeping agent to maintain the portfolio accounting records for the
Funds; (iii) a transfer agent for the Funds; and (iv) a dividend disbursing
agent for the Funds. The Trust may be a party to any agreement with any of the
persons 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 Class A, Class B, Class C and Class D shares (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
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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
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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: (i) facilities for placing orders directly for the
purchase of a Fund's 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
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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
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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 portion of the fees hereunder which
represents reimbursements in respect of Special Class D Services.
(e) Personnel. The Administrator shall also make its officers and
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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) Standards; Reports. In performing these services, the Administrator:
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(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
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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 reports required by 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
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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
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(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
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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
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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. 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
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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
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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
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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: (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 (b) below. As required by said Rule 12b-1 in respect of
agreements related to distribution plans: (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 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 for that
Class.
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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
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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
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all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are assumed by the Funds under this
Agreement, and any expenses that are paid under the terms of the Investment
Advisory Contract. The Administrator assumes and shall pay for maintaining its
staff and personnel and shall, at its own expense provide the equipment, office
space, office supplies (including stationery), and facilities necessary to
perform its obligations under this Agreement. In addition, the Administrator
shall bear the following expenses under this Agreement:
(a) Expenses of all audits by Trust's independent public accountants;
(b) Expenses of the Trust's transfer agent, registrar, dividend disbursing
agent, and shareholder recordkeeping services;
(c) Expenses of the Trust's custodial services, including any
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the value of each
Fund's net assets;
(e) Expenses of obtaining Portfolio Activity Reports for each Fund;
(f) Expenses of maintaining the Trust's tax records;
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(g) Costs and/or fees, including legal fees, incident to meetings of the
Trust's shareholders, the preparation, printing and mailings of prospectuses,
notices and proxy statements 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 expense of issuing,
redeeming, registering and qualifying for sale, shares with federal and state
securities authorities;
(h) The Trust's ordinary legal fees, including the legal fees that arise
in the ordinary course of business for a Massachusetts business trust
registered as an open-end management investment company;
(i) Costs of printing 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 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 or expenses, including travel
expenses, of any of the Trust's executive officers and employees, if any, who
are not officers, directors, stockholders, partners or employees of the
Administrator or its subsidiaries or affiliates;
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(b) Taxes and governmental fees, if any, levied against the Trust or any
of its Funds;
(c) Brokerage fees and commissions, and other portfolio transaction
expenses incurred for any of the Funds;
(d) Costs, including the interest expenses, of borrowing money;
(e) Fees and expenses, including travel expenses, and fees and expenses of
legal counsel retained for their benefit, of Trustees who are not officers,
employees, partners or shareholders of PIMCO or its subsidiaries or
affiliates;
(f) Extraordinary expenses, including extraordinary legal expenses, 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, 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 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
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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
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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 Amended and Restated 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 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 ▇▇▇▇ ▇▇▇) of the Trust or
the Administrator, 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
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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.
(a) Except as provided in Section 10(b) below, this Agreement may be
terminated:
(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) at the expiration of the one-year period commencing on the date
of this Amended and Restated Agreement, by the Administrator at any time,
without the payment of any penalty, upon 60 days' written notice to the
Trust.
(b) 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 "Pacific Investment
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Management Company" or "PIMCO" or any derivative thereof or logo associated with
those names are the valuable property of PIMCO and its affiliates, and that the
right of the Trust and/or
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the Funds to use such names (or derivatives or logos) shall be governed by the
Investment Advisory Contract.
12. Notices. Notices of any kind to be given to the Administrator by the
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Trust shall be in writing and shall be duly given if mailed or delivered to the
Administrator at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to such other
address or to such individual as shall be specified by the Trust.
13. Trust Obligation. A copy of the Trust's Declaration of Trust is on file
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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
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counterparts, each of which shall be deemed to be an original.
15. Miscellaneous. (a) This Agreement shall be governed by the laws of
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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.
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(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 the Class D shares in the event of its "assignment" (as defined in
the 1940 Act).
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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
By: _________________________
Title: President
PACIFIC INVESTMENT
MANAGEMENT COMPANY
By: _______________________
Title: Managing Director
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Schedule A
Schedule to
Amended and Restated Administration Agreement
Fee Rate
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Institutional and
Administrative Classes (%) Class A, B and C (%) Class D (%)
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Custody and Custody and Custody and
Portfolio Other Portfolio Other Portfolio Other
Fund Accounting Expenses Total Accounting Expenses Total Accounting Expenses Total
---- ------------- -------- ----- ----------- -------- ----- ---------- --------- -----
Money Market 0.10 0.10 0.20 0.10 0.25 0.35 0.10 0.35 0.45
Short-Term 0.10 0.10 0.20 0.10 0.25 0.35 0.10 0.40 0.50
Low Duration 0.10 0.08 0.18 0.10 0.30 0.40 0.10 0.40 0.50
Low Duration II 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Low Duration III 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Moderate Duration 0.10 0.10 0.20 0.10 0.30 0.40 0.10 0.55 0.65
High Yield 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Investment Grade Corporate 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Bond Fund
Total Return 0.10 0.08 0.18 0.10 0.30 0.40 0.10 0.40 0.50
Total Return II 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Total Return III 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Low Duration Mortgage 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Total Return Mortgage 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Commercial Mortgage 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Securities
Long-Term U.S. Government 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Real Return Bond 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Foreign Bond 0.10 0.15 0.25 0.10 0.35 0.45 0.10 0.60 0.70
Global Bond 0.10 0.20 0.30 0.10 0.35 0.45 0.10 0.60 0.70
Global Bond II 0.10 0.20 0.30 0.10 0.35 0.45 0.10 0.60 0.70
Emerging Markets Bond 0.10 0.30 0.40 0.10 0.45 0.55 0.10 0.70 0.80
Municipal Bond 0.10 0.15 0.25 0.10 0.25 0.35 0.10 0.50 0.60
StocksPLUS 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
StocksPLUS Short Strategy 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Fund
Strategic Balanced 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Long Duration 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
Short Duration Municipal 0.10 0.09 0.19 0.10 0.25 0.35 0.10
Income Fund
California Intermediate
Municipal Bond 0.10 0.14 0.24 0.10 0.25 0.35 0.10 0.50 0.60
New York Municipal Bond 0.10 0.14 0.24 0.10 0.25 0.35 0.10 0.50 0.60
Convertible 0.10 0.15 0.25 0.10 0.30 0.40 0.10 0.55 0.65
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Schedule to
Amended and Restated Administration Agreement
Fee Rate
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Class J and K (%)
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Custody and
Portfolio Other
Fund Accounting Expenses Total
---- ----------- -------- -----
Short-Term 0.10 0.15 0.25
Low Duration 0.10 0.15 0.25
Low Duration II 0.10 0.15 0.25
High Yield 0.10 0.15 0.25
Total Return 0.10 0.15 0.25
Total Return II 0.10 0.15 0.25
Foreign Bond 0.10 0.15 0.25
Global Bond 0.10 0.20 0.30
StocksPLUS 0.10 0.15 0.25
Strategic Balanced 0.10 0.15 0.25
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Schedule B
Schedule to
Amended and Restated Administration Agreement
Fee Rate
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Portfolio Total (%)
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Short-Term Portfolio 0.03
Short-Term Portfolio II 0.03
U.S. Government Sector Portfolio 0.03
U.S. Government Sector Portfolio II 0.03
Mortgage Portfolio 0.03
Mortgage Portfolio II 0.03
Investment Grade Corporate Portfolio 0.03
High Yield Portfolio 0.03
Municipal Sector Portfolio 0.03
International Portfolio 0.10
Emerging Markets Portfolio 0.10
Real Return Bond Portfolio 0.03
Opportunity Portfolio 0.04
-22-
