0001193125-05-068351 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF ALLIANZ FUNDS (formerly PIMCO Funds: Multi-Manager Series and PIMCO Funds: Equity Advisors Series)
Agreement and Declaration • April 1st, 2005 • Allianz Funds • Massachusetts

This THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 11th day of February, 2005 (as so amended and restated, the “Declaration of Trust”) by the Trustees hereunder and by the holders of shares of beneficial interest issued and to be issued hereunder as hereinafter provided, amending and restating the Second Amended and Restated Agreement and Declaration of Trust made at Boston, Massachusetts, and dated January 14, 1997 (the “Amended Declaration of Trust”), which itself amended and restated the Amended and Restated Agreement and Declaration of Trust dated May 7, 1993 and amended July 15, 1993, October 29, 1993, March 4, 1994, August 12, 1994, November 7, 1994, January 17, 1995, November 1, 1995, February 2, 1996, and October 31, 1996, which itself amended and restated the Agreement and Declaration of Trust of PFAMCo Funds made on August 24, 1990 and amended on October 24, 1990, November 16, 1990, November 29, 1990, December 14, 1990, February 1, 1991, May 9, 1991,

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PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • April 1st, 2005 • Allianz Funds • California

AGREEMENT made this 3rd day of March, 2005 between PA Fund Management LLC (the “Adviser”), a limited liability company, and Oppenheimer Capital LLC (the “Portfolio Manager”), a limited liability company.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • April 1st, 2005 • Allianz Funds • California

AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of April 1, 2005 between Allianz Funds (formerly, “PIMCO Funds: Multi-Manager Series”) (the “Trust”), a Massachusetts business trust, and Allianz Global Investors Fund Management LLC (formerly, “PIMCO Advisers Fund Management LLC”) (the “Administrator”), a limited liability company organized under the laws of Delaware.

Contract
Securities Lending Agency Agreement • April 1st, 2005 • Allianz Funds

SECURITIES LENDING AGENCY AGREEMENT dated as of May 5, 2004 among the Fund (as hereinafter defined) and Dresdner Bank AG, a public limited company organized under the laws of the Federal Republic of Germany (the “Agent”).

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