EXHIBIT (H)(3)
SUPPLEMENT TO
ADMINISTRATION AGREEMENT
PIMCO Variable Insurance Trust
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___________, 1999
Pacific Investment Management Company
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RE: Total Return Portfolio II
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
Pacific Investment Management Company (the "Administrator") as follows:
1. This Trust is an open-end investment company organized as a Delaware
business trust, and consisting of such investment Portfolio 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 Total Return
Portfolio II (the "Portfolio") is a separate investment portfolio of the
Trust.
2. The Trust and the Administrator have entered into an Administration
Agreement ("Agreement") dated December 31, 1997, 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 Portfolio and the Administrator hereby
acknowledges that the Agreement shall pertain to the Portfolio, the terms
and conditions of such Agreement being hereby incorporated herein by
reference.
4. Subject to the approval of the Trust's Board of Trustees, the Trust
consents to the Administrator's delegation of some or all of its
responsibilities under the Administration Agreement with respect to the
Portfolio to a qualified party or parties. Such delegation shall be
evidenced by a written agreement to which the Trust need not be a party but
which shall be subject to Trustee review and approval. Nothing contained
herein shall be deemed to limit in any way the Administrator's ability to
delegate its duties under the Administration Agreement with respect to any
other series of shares of the Trust.
5. As provided in paragraph 5 of the Agreement and subject to further
conditions as set forth therein, the Trust shall with respect to the
Portfolio pay the Administrator a monthly fee calculated as a percentage
(on an annual basis) of the average daily value of net assets of the
Portfolio during the preceding month at the rate of .25% of the assets.
6. This Supplement and the Agreement shall become effective with respect to
the Portfolio on ______________, 1999 and shall continue in effect with
respect to the Portfolio 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 Portfolio 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. This Agreement may be terminated with respect to the Portfolio 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 particular
Portfolio, by a vote of a majority of the outstanding shares of such
Portfolio, on 60 days' written notice to the Administrator or, at or after
the two-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 VARIABLE INSURANCE TRUST
By:___________________________
Title:
ACCEPTED:
PACIFIC INVESTMENT MANAGEMENT COMPANY
By:__________________________________
Title:
