SUPPLEMENT TO
DISTRIBUTION CONTRACT
PIMCO Funds: Pacific Investment Management Series
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___________, 2001
PIMCO Funds Distributors LLC
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RE: PIMCO Liquid Assets Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and PIMCO Funds Distributors LLC (the "Distributor") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consisting of such separate 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 in 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 Distributor have entered into an Distribution
Contract (the "Contract") dated May 5, 2000, pursuant to which the Distributor
has agreed to be the distributor of shares of the Trust.
3. As provided in paragraph 1 of the Contract, the Distributor hereby
adopts the Contract with respect to the Fund and the Distributor hereby
acknowledges that the Contract shall pertain to the Fund, the terms and
conditions of such Contract being hereby incorporated herein by reference.
4. This Supplement and the Contract 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 the effective date
of this Supplement only so long as such continuance is specifically approved at
least annually by (a) the Trust's Board of Trustees or by the vote of a majority
of the Trust's outstanding voting securities (as defined in the 1940 Act) 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 1940 Act) of any such party. This
Contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act). This Contract may, in any event, be terminated at any
time without the payment of any penalty, by the Trust upon 60 days' written
notice to the Distributor and by the Distributor upon 60 days' written notice to
the Trust.
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, 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:
PIMCO FUNDS DISTRIBUTORS LLC
By: _________________________________
Title: Executive Vice President and
Chief Administrative Officer