SUPPLEMENT TO SECOND AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
PIMCO Funds: Pacific Investment Management Series
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__________________, 2001
Pacific Investment Management Company LLC
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RE: PIMCO Liquid Assets Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Pacific Investment Management Company LLC (the "Administrator") as follows:
1. The Trust is an open-end investment company organized as a
Massachusetts business trust, and consisting of such investment portfolios as
have been or may be established by the Trustees of the Trust from time to time.
A separate series of shares of beneficial interest of the Trust is offered to
investors with respect to each investment portfolio. The PIMCO Liquid Assets
Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Administrator have entered into a Second Amended
and Restated Administration Agreement ("Agreement") dated May 5, 2000, pursuant
to which the Trust has employed the Administrator to provide management and
administrative services to the Trust as set forth in that Agreement.
3. As provided in paragraph 1 of the Agreement, the Trust hereby
adopts the Agreement with respect to the Fund and the Administrator hereby
acknowledges that the Agreement shall pertain to the Fund, the terms and
conditions of such Agreement being hereby incorporated herein by reference.
4. As provided in paragraph 5 of the Agreement and subject to further
conditions as set forth therein, the Trust shall with respect to the Fund pay
the Administrator a monthly fee, calculated as a percentage (on an annual basis)
of the average daily value of the net assets of the Fund during the preceding
month, at a rate of 0.05% for Institutional and Administrative Classes.
5. This Supplement and the Agreement shall become effective with
respect to the Fund on _____________, 2001 and shall continue in effect with
respect to the Fund for a period of more than two years from that date only so
long as the continuance is specifically approved at least annually (a) by the
vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇
▇▇▇) of the Fund or by the Trust's Board of Trustees and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Contract or "interested persons" (as
defined in the ▇▇▇▇ ▇▇▇) of any such party. The Agreement may be terminated at
any time, without the payment of any penalty, by a vote of a majority of the
entire Board of Trustees of the Trust or by a majority of the outstanding voting
securities of the Trust or, with respect to a Fund by a vote of a majority of
the outstanding shares of the Fund, on 60 days' written notice to the
Administrator or, at or after the one-year period commencing the date of its
effectiveness, by the Administrator on 60 days' written notice to the Trust.
This Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
If the foregoing correctly sets forth the agreement between
the Trust and the Administrator, please so indicate by signing and returning to
the Trust the enclosed copy hereof.
Very truly yours,
PIMCO FUNDS: PACIFIC INVESTMENT
MANAGEMENT SERIES
By: _______________________
Title: President
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: ____________________________________
Title: Managing Director