FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this ____ day of _____________, 2000,
amending and restating the Administration Agreement dated January 14, 1997, as
amended to date, between PIMCO Variable Insurance Trust (the "Trust"), a
Delaware business trust, and Pacific Investment Management Company (the
"Administrator" or "PIMCO"), a general partnership organized under the laws of
California.
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 thirteen series, which are designated as
the Money Market Portfolio; the Short-Term Bond Portfolio; the Low Duration Bond
Portfolio; the Real Return Bond Portfolio; the Total Return Bond Portfolio; the
Total Return Bond Portfolio II; the High Yield Bond Portfolio; the Long-Term
U.S. Government Bond Portfolio; the Global Bond Portfolio; the Foreign Bond
Portfolio; the Emerging Markets Bond Portfolio; the Strategic Balanced
Portfolio; and the StocksPLUS Growth and Income 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 "Portfolios"; and
WHEREAS, pursuant to an Investment Advisory Contract dated [___________,
2000], between the Trust and PIMCO ("Investment Advisory Contract"), the Trust
has retained PIMCO to provide investment advisory services with respect to the
Portfolios in the manner and on the terms set forth therein; and
WHEREAS, the Trust wishes to retain PIMCO to provide administrative and
other services to the Trust with respect to the Portfolios in the manner and on
the terms hereinafter set forth; and
WHEREAS, PIMCO 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 PIMCO as its
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Administrator, to provide the administrative and other services with respect to
the Portfolios 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
Portfolio hereunder.
2. Duties. Subject to the general supervision of the Board of
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Trustees, the Administrator shall provide all administrative and other services
reasonably necessary for the operation of the Portfolios other than the
investment advisory services provided pursuant to the Investment Advisory
Contract.
(a) Administrative Services. These services shall include the
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following: (i) coordinating matters relating to the operation of the
Portfolios including any necessary coordination among the adviser or
advisers to the Portfolios, the custodian, transfer agent (if any),
dividend disbursing agent, and recordkeeping agent (including pricing
and valuation of the Portfolios), insurance companies, accountants,
attorneys, and other parties performing services or operational
functions for the Portfolios; (ii) providing the Portfolios, 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 and state insurance laws as well as other applicable
laws, and to provide effective administration of the Portfolios; (iii)
maintaining or supervising the maintenance by third parties of such
books and records of the Trust and the Portfolios 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 Portfolios required by
applicable law; (v) preparing, filing, and arranging for the
distribution of proxy materials and periodic reports to shareholders
of the Portfolios or other appropriate parties 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 Trust and qualify the Trust to do business
or as otherwise required by applicable law; (vii) taking such other
action with respect to the Portfolios, as may be required by
applicable law, including without limitation the rules and regulations
of the SEC and of state securities and insurance commissions and other
regulatory agencies; and (viii) providing the Portfolios, at the
Administrator's expense, with adequate personnel, office space,
communications facilities, and other facilities necessary for the
Portfolios' operations as contemplated in this Agreement.
(b) Other Services. The Administrator shall also procure on
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behalf of the Trust and the Portfolios, and at the expense of the
Administrator, the following persons to provide services to the
Portfolios, to the extent necessary: (i) a custodian or custodians
for the Portfolios to provide for the safekeeping of the Portfolios'
assets; (ii) a recordkeeping agent to maintain the portfolio
accounting records for the Portfolios; (iii) a transfer agent for the
Portfolios; and (iv) a
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dividend disbursing agent for the Portfolios. The Trust may be a party
to any agreement with any of the persons referred to in this Section
3(b).
(c) Personnel. The Administrator shall also make its officers
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and employees available to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the administration of
the Portfolios and services provided to the Portfolios under this
Agreement.
(d) Standards; Reports. In performing these services, the
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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 an Form N-1A as
supplemented or amended from time to time.
(ii) will make available to the Trust, promptly upon
request, any of the Portfolios' books and records as are
maintained under this Agreement, and, upon request by the Trust,
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
Portfolios 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 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.
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5. Compensation. As compensation for the services rendered under
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this Agreement, the Trust shall pay to the Administrator a monthly fee,
calculated as a percentage (on an annual basis) of the average daily value of
the net assets of each of the Portfolios during the preceding month. The fee
rates applicable to each Portfolio shall be set forth in a schedule to this
Agreement. The fees payable to the Administrator for all of the Portfolios
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 assumed by the Portfolios 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 Portfolio's net assets;
(e) Expenses of obtaining Portfolio Activity Reports for each
Portfolio;
(f) Expenses of maintaining the Trust's tax records;
(g) Costs and/or fees, including legal fees, incident to meetings
of the Trust's shareholders or of any contract owners with contract
value allocated to the Trust, the preparation, printing and mailings
of prospectuses, notices and proxy statements and reports of the Trust
to its shareholders or other appropriate recipients, 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 and/or insurance authorities;
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(h) The Trust's ordinary legal fees, including the legal fees
that arise in the ordinary course of business for a Delaware 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; and
(k) Association membership dues.
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;
(b) Taxes and governmental fees, if any, levied against the
Trust or any of its Portfolios;
(c) Brokerage fees and commissions, and other portfolio
transaction expenses incurred for any of the Portfolios;
(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
Portfolios, 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.
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
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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 Portfolios as
described in Section 2(b) of this Agreement.
9. Term and Continuation. This Agreement shall take effect as of
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the date indicated above, and shall remain in effect, unless sooner terminated
as provided herein, for two years from such date, and shall continue thereafter
on an annual basis with respect to each Portfolio 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 Portfolios, and provided continuance is also approved by
the vote of a majority of the Board of Trustees of the Trust who are not parties
to this Agreement or "interested persons" (as defined in the 0000 Xxx) of the
Trust, or PIMCO, cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated:
(a) by the Trust at any time with respect to the services
provided by the Administrator, by vote of a majority of the entire
Board of Trustees of the Trust or by a vote of a majority of the
outstanding voting shares of the Trust or, with respect to a
particular Portfolio, by vote of a majority of the outstanding voting
shares of such Portfolio, on 60 days' written notice to the
Administrator;
(b) at or after the expiration of the two-year period commencing
the date of its effectiveness, 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 "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 the Portfolios to use such names (or derivatives or
logos) shall be governed by the Investment Advisory Contract.
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
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, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to such other address
or to such individual as shall be specified by the Trust.
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12. Trust Obligation. Notice is hereby given that the Agreement has
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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. (a) This Agreement shall be governed by the laws
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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.
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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 VARIABLE INSURANCE TRUST
____________________________ By: _______________________
Attest Title:
Title:
PACIFIC INVESTMENT MANAGEMENT
COMPANY
____________________________ By: _______________________
Attest Title:
Title:
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APPENDIX A
Portfolio Administrative Fee Rate
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Money Market Portfolio 0.20%
Short-Term Bond Portfolio 0.20%
Low Duration Bond Portfolio 0.25%
Real Return Bond Portfolio 0.25%
Total Return Bond Portfolio 0.25%
Total Return Bond Portfolio II 0.25%
High Yield Bond Portfolio 0.35%
Long-Term U.S. Government Bond Portfolio 0.25%
Global Bond Portfolio 0.50%
Foreign Bond Portfolio 0.50%
Emerging Markets Bond Portfolio 0.40%
Strategic Balanced Portfolio 0.20%
StocksPLUS Growth and Income Portfolio 0.10%
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