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                                                                  Exhibit 10(F)

                       PIMCO FUNDS: MULTI-MANAGER SERIES

                     AMENDED AND RESTATED MULTI-CLASS PLAN

        Pursuant to Rule 18f-3 under the Investment Company Act of 1940
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                         Effective Date March 5, 1998
                          as revised December 7, 2000


     WHEREAS, the Board of Trustees of PIMCO Funds: Multi-Manager Series (the
"Trust") have considered the following Amended and Restated Multi-Class Plan
(the "Plan") under which the Trust may offer multiple classes of shares of its
now existing and hereafter created series pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act");

     WHEREAS, a majority of the Trustees of the Trust and a majority of the
Trustees who are not interested persons of the Trust ("Independent Trustees")
have found the Plan, as proposed, to be in the best interests of each class of
shares of the Trust individually and the Trust as a whole; and

     WHEREAS, the Board of Trustees of the Trust desires to revise the Plan to
incorporate new series of the Trust and to make other updating and conforming
changes;

     NOW, THEREFORE, the Trust hereby approves and adopts the following revised
Plan pursuant to Rule 18f-3 under the 1940 Act.

1.   FEATURES OF THE CLASSES

     Each now existing and hereafter created series (each a "Fund") of the Trust
is authorized to issue from time to time its shares of beneficial interest in
six classes:  Class A shares, Class B shares, Class C shares, Class D shares,
Institutional Class shares and Administrative Class shares.  Each class is
subject to such investment minimums and other conditions of eligibility as are
set forth in the Trust's prospectus(es) as from time to time in effect (together
with the Trust's statement(s) of additional information as from time to time in
effect, the "Prospectus").  Each Fund may offer such classes of shares to such
classes of persons as are set forth in the Prospectus.

     Shares of each class of a Fund shall represent an equal pro rata interest
in such Fund and, generally, shall have identical voting, dividend, liquidation,
and other rights, preferences,
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powers, restrictions, limitations, qualifications and terms and conditions,
except that: (a) each class shall have a different designation; (b) each class
shall bear any Class Expenses, as defined in Section 4 below; and (c) each class
shall have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other class,
and shall have exclusive voting rights on any matter submitted to shareholders
that relates solely to that class.

     In addition, Class A, Class B, Class C, Class D, Institutional Class and
Administrative Class shares shall have the features described in Sections 2, 3,
4 and 5 below.  These features are subject to change, to the extent permitted by
law and by the Amended and Restated Agreement and Declaration of Trust and the
Amended and Restated By-laws of the Trust, by action of the Board of Trustees of
the Trust.

2.   SALES CHARGE STRUCTURE

     (a)  Initial Sales Charge.  Class A shares of the Funds are offered at a
public offering price that is equal to their net asset value ("NAV") plus a
sales charge of up to 5.50% of the public offering price (which maximum may be
less for certain Funds, as described in the Prospectus).  The sales charges on
Class A shares are subject to reduction or waiver as permitted by Rule 22d-1
under the 1940 Act, as described in the Prospectus. For example, as of the date
of this Plan, each Fund may waive the Class A sales charge for certain
categories of investors, including current or retired officers, trustees,
directors or employees of the Trust, and for current registered representatives
and other full-time employees of participating brokers.

     Class B, Class C, Class D, Institutional Class and Administrative Class
shares of the Funds are offered at their NAV, without an initial sales charge.

     (b) Contingent Deferred Sales Charge.  A contingent deferred sales charge
(a "CDSC") may be imposed on Class A, Class B or Class C shares under certain
circumstances.  The Trust imposes a CDSC on redemptions of a particular class of
shares of a Fund if the investor redeems an amount which causes the current
value of the investor's account for the Fund to fall below the total dollar
amount of purchase payments subject to the CDSC, except that no CDSC is imposed
if the shares redeemed have been acquired through the reinvestment of dividends
or capital gains distributions or if the amount redeemed is derived from
increases in the value of the account above the amount of purchase payments
subject to a CDSC.  In determining whether a CDSC is payable, it is assumed that
the purchase payment from which the redemption is made is the earliest purchase
payment from which a redemption or exchange has not already been effected.  In
determining whether an amount is available for redemption of a certain class
without incurring a CDSC, the purchase payments made for all shares of that
class in the investor's account with the particular Fund are aggregated, and the
current value of all such shares is aggregated.

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     Purchases of Class A shares of each Fund of $1 million or more that are
redeemed within eighteen months of their purchase are subject to a CDSC of 1%,
except that the CDSC on Class A shares does not apply to an investor purchasing
$1 million or more of a Fund's Class A shares if such investor is otherwise
eligible (i.e., without regard to the amount of the purchase) to purchase Class
A shares of such Fund without any sales charge.  The conditions for such
eligibility, which may be revised from time to time, are set forth in the
Prospectus.

     Class B shares that are redeemed within 6 years from purchase are subject
to a CDSC of up to 5% of the redemption amount to which the CDSC applies; such
percentage declines, eventually to 0%, the longer the shares are held, as
described in the Prospectus.  As of the date of this Plan, purchases of Class B
shares are subject to a CDSC according to the following schedule:

     Years Since Purchase       Percentage
       Payment was Made            CDSC
------------------------------  -----------

          First....                 5
          Second...                 4
          Third....                 3
          Fourth...                 3
          Fifth....                 2
          Sixth....                 1
          Seventh..                 0*

     * After the seventh year, Class B shares convert into Class A shares as
described below.

     Class C shares are subject to a CDSC of 1% if redeemed within 1 year after
purchase.

     As permitted by Rule 6c-10 under the 1940 Act and as described in the
Prospectus, the CDSC otherwise applicable to Class A, Class B and Class C shares
is subject to reduction or waiver in connection with particular classes of
transactions provided the conditions in Rule 22d-1 under the 1940 Act are
satisfied.  As of the date of this Plan, examples of redemptions for which the
CDSC is not applicable include any partial or complete redemption following
death or disability of a shareholder from an account in which the deceased or
disabled is named, provided the redemption is requested within one year of the
death or initial determination of disability, which applies to all classes, and
any redemption resulting from a return of an excess contribution to a qualified
employer retirement plan or an IRA (with the exception of a Roth IRA), which
applies only to Class A and Class C shares.

     Class D, Institutional Class and Administrative Class shares are not
subject to a CDSC.

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3.   SERVICE, DISTRIBUTION AND ADMINISTRATIVE FEES

     (a) Service and Distribution Fees. Class A, Class B and Class C shares each
pay PIMCO Funds Distributors LLC (the "Distributor") fees for services rendered
and expenses borne in connection with personal services rendered to shareholders
of the particular class and the maintenance of shareholder accounts ("Service
Fees").  Class A, Class B and Class C shares of each Fund pay a Service Fee of
up to 0.25% per annum of the average daily net assets of such Fund attributable
to such class, as described in the Prospectus.  In addition, Class B and Class C
shares pay the Distributor fees in connection with the distribution of shares of
that class ("Distribution Fees").  Class B and Class C shares of each Fund pay a
Distribution Fee of up to 0.75% per annum of the average daily net assets of
such Fund attributable to the particular class, as described in the Prospectus.
Class A Service Fees and Class B and C Distribution and Service Fees ("12b-1
Fees") are paid pursuant to separate plans adopted for each class pursuant to
Rule 12b-1 under the 1940 Act.

     The Trust has not adopted an administrative services plan or a distribution
plan with respect to Class D shares of the Funds.  However, the Trust's
Administration Agreement (see below), as it applies to Class D shares, has been
adopted in conformity with the requirements of Rule 12b-1 to allow for payment
of up to 0.25% per annum of the Class D administrative fees for activities that
may be deemed to be primarily intended to result in the sale of Class D shares.

     The Trust has not adopted an administrative services plan or a distribution
plan with respect to Institutional Class shares of the Funds.  However,
Institutional Class shares may be offered through certain brokers and financial
intermediaries ("service agents") that have established a shareholder servicing
relationship with the Trust on behalf of their customers. The Trust pays no
compensation to such entities.  Service agents may impose additional or
different conditions on the purchase or redemption of Institutional Class shares
of the Funds and may charge transaction or account fees.  Service agents are
responsible for transmitting to their customers a schedule of any such fees and
conditions.

     The Trust has adopted an administrative services plan (the "Administrative
Services Plan") and a distribution plan (the "Administrative Distribution Plan")
with respect to the Administrative Class shares of the Funds.  Each plan has
been adopted in accordance with the requirements of Rule 12b-1 and will be
administered accordingly, except that shareholders do not have the voting rights
set forth in Rule 12b-1 with respect to the Administrative Services Plan.  Under
the terms of each plan, the Trust is permitted to reimburse, out of the
Administrative Class assets of each Fund, in an amount up to 0.25% on an annual
basis of the average daily net assets of that class, financial intermediaries
that provide services in connection with the distribution of Administrative
Class shares of the Funds (in the case of the Administrative Distribution Plan)
or the administration of plans or programs that use Administrative Class shares
of the Funds as their funding medium (in the case of the Administrative Services
Plan), as described in the Prospectus.  The same entity may not

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receive both distribution and administrative services fees with respect to the
same Administrative Class assets but, with respect to separate assets, may
receive fees under both the Administrative Services Plan and the Administrative
Distribution Plan.

     (b)  Administrative Fees.  Each class of shares of each Fund pays PIMCO
Advisors L.P. (the "Administrator") fees for administrative services
("Administrative Fees") pursuant to an Administration Agreement with the Trust.
Under the Administration Agreement, the Administrator provides or procures such
services as custody, transfer agency, accounting, legal and printing services.

     Institutional and Administrative Class shares of each of the following
Funds pay Administrative Fees at the following annual rates based on the average
daily net asset value of the Fund attributable in the aggregate to its
Administrative Class and Institutional Class shares:

                                               Fees for Institutional Class
Fund                                          and Administrative Class Shares
----                                          -------------------------------
International, Allianz Select International,                .50%
Allianz Select World, Allianz New Asia,
Allianz Europe Growth, Allianz Emerging
Markets, Structured Emerging Markets and
Tax-Efficient Structured
Emerging Markets Funds

Global Innovation Fund                                      .40%

Equity Income, Value, Renaissance,                          .25%
Growth & Income, Growth, Select
Growth, Select Value, Target, Opportunity,
Innovation, Mega-Cap, Capital Appreciation,
Mid-Cap, Micro-Cap, Small-Cap Value,
Enhanced Equity, Tax-Efficient Equity,
Healthcare Innovation, Internet Innovation,
Telecom Innovation, Electronics Innovation,
Small-Cap Technology, NFJ Equity
Income, NFJ Value and NFJ Value 25 Funds

90/10 Portfolio, 60/40 Portfolio and 30/70                  .15%
Portfolio

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     Class A, Class B and Class C shares of each of the following Funds pay
Administrative Fees at the following annual rates based on the average daily net
asset value of the Fund attributable in the aggregate to its Class A, Class B
and Class C shares:

                                             Fees for Class A,
Fund                                         B, and C Shares
----                                         ---------------

Allianz Select International,                .70% of first $2.5 billion
Allianz Select World, Allianz New Asia,      .65% of amounts over $2.5 billion
Allianz Europe Growth and
Allianz Emerging Markets Funds

International, Structured Emerging           .65% of first $2.5 billion
Markets and Tax-Efficient Structured         .60% of amounts over $2.5 billion
Emerging Markets Funds

Global Innovation Fund                       .60% of first $2.5 billion
                                             .55% of amounts over $2.5 billion

Growth & Income, Select Value,               .50% of first $2.5 billion
Healthcare Innovation, Internet              .45% of amounts over $2.5 billion
Innovation, Telecom Innovation,
Electronics Innovation and Small-Cap
Technology Funds

Equity Income, Value, Renaissance,           .40% of first $2.5 billion
Growth, Select Growth, Target,               .35% of amounts over $2.5 billion
Opportunity, Innovation, Mega-Cap,
Capital Appreciation, Mid-Cap,
Micro-Cap, Small-Cap Value,
Enhanced Equity and Tax-Efficient
Equity Funds and 90/10 Portfolio, 60/40
Portfolio and 30/70 Portfolio

     Class D shares of each of the following Funds pay Administrative Fees at
the following annual rates based on the average daily net asset value of the
Fund attributable in the aggregate to its Class D shares:

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Fund                                          Fees for Class D Shares
----                                          -----------------------

Allianz Select International,                          .95%
Allianz Select World, Allianz New Asia,
Allianz Europe Growth and Allianz
Emerging Markets Funds

Global Innovation Fund                                 .85%

Growth & Income, Select Value                          .75%
Healthcare Innovation,
Internet Innovation, Telecom Innovation,
Electronics Innovation and Small-Cap
Technology Funds

Equity Income, Value, Renaissance,                     .65%
Growth, Select Growth, Target,
Opportunity, Innovation, Capital
Appreciation, Mid-Cap, Small-Cap Value
and Tax-Efficient Equity Funds

     The Administrator or an affiliate may pay financial service firms,
including broker-dealers and registered investment advisers, a portion of the
Class D Administrative Fees in return for the firms' services (normally not to
exceed an annual rate of 0.35% of a Fund's average daily net assets attributable
to Class D shares purchased through such firms).  The Administration Agreement
includes a plan for Class D shares which has been adopted in conformity with the
requirements set forth under Rule 12b-1 to allow for the payment of up to 0.25%
per annum of the Class D Administrative Fees for activities that may be deemed
to be primarily intended to result in the sale of Class D shares.

4.   ALLOCATION OF INCOME AND EXPENSES

     (a)  Class A, Class B, Class C and Administrative Class shares pay the
expenses associated with their different distribution and shareholder servicing
arrangements.  All classes pay their respective Administrative Fees.  Each class
of shares may, at the Trustees' discretion, also pay a different share of other
expenses (together with 12b-1 Fees, Administrative Class Fees and Administrative
Fees, "Class Expenses"), not including advisory fees or other expenses related
to the management of the Trust's assets, if these expenses are

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actually incurred in a different amount by that class, or if the class receives
services of a different kind or to a different degree than other classes.

     (b)  The gross income of each Fund generally shall be allocated to each
class on the basis of net assets. To the extent practicable, certain expenses
(other than Class Expenses as defined above, which shall be allocated more
specifically) shall be subtracted from the gross income on the basis of the net
assets of each class of each Fund. These expenses include:

          (1)  Expenses incurred by the Trust (including, but not limited to,
          fees of Trustees, insurance and legal counsel) not attributable to a
          particular Fund or to a particular class of shares of a Fund
          ("Corporate Level Expenses"); and

          (2)  Expenses incurred by a Fund not attributable to any particular
          class of the Fund's shares (for example, advisory fees, custodial
          fees, or other expenses relating to the management of the Fund's
          assets) ("Fund Expenses").

     Expenses of a Fund shall be apportioned to each class of shares depending
upon the nature of the expense item.  Corporate Level Expenses and Fund Expenses
shall be allocated among the classes of shares based on their relative net asset
values in relation to the net asset value of the Trust.  Approved Class Expenses
shall be allocated to the particular class to which they are attributable.  In
addition, certain expenses may be allocated differently if their method of
imposition changes.  Thus, if a Class Expense can no longer be attributed to a
class, it will be charged to a Fund for allocation among classes, as determined
by the Board of Trustees. Any additional Class Expenses not specifically
identified above which are subsequently identified and determined to be properly
allocated to one class of shares shall not be so allocated until approved by the
Board of Trustees of the Trust in light of the requirements of the 1940 Act and
the Internal Revenue Code of 1986, as amended (the "Code").

     The Trust reserves the right to utilize any other appropriate method to
allocate income and expenses among the classes, including those specified in
Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the
Independent Trustees determine that the method is fair to the shareholders of
each class and that the annualized rate of return of each class will generally
differ from that of the other classes only by the expense differentials among
the classes.

5.   EXCHANGE PRIVILEGES

     Subject to any limitations or restrictions from time to time set forth in
the Prospectuses, shareholders may exchange shares of one class of a Fund at net
asset value, without the

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imposition of any sales charge or CDSC, for shares of the same class offered by
another Fund of the Trust or series of PIMCO Funds: Pacific Investment
Management Series, a registered investment company advised by Pacific Investment
Management Company, provided that the exchange is made in states where the
securities being acquired are properly registered. Institutional Class shares of
a Fund may be exchanged for Administrative Class shares offered by any other
Fund or series of PIMCO Funds: Pacific Investment Management Series which offers
such class of shares, or vice versa, provided that the Institutional Class or
Administrative Class shareholder, as the case may be, meets the eligibility
requirements of the class into which the shareholder seeks to exchange.

     With respect to Class A, Class B and Class C shares subject to a CDSC, if
less than all of an investment is exchanged out of a Fund, any portion of the
investment attributable to capital appreciation and/or reinvested dividends or
capital gains distributions will be exchanged first, and thereafter any portions
exchanged will be from the earliest investment made in the Fund from which the
exchange was made.

6.   CONVERSION FEATURES

     Class B shares of each Fund automatically convert to Class A shares of the
same Fund after they have been held for 7 years, and thereafter are subject to
the lower fees charged to Class A shares.  In this regard, if the Class A
shareholders approve any material increase in expenses allocated to that class
(including 12b-1 Fees) without the approval of the Class B shareholders, the
Trust will establish a new class of shares, into which Class B shares would
convert, on the same terms as those that applied to Class A shares before such
increase.  There are currently no other conversion features among the classes.

7.   DIVIDENDS/DISTRIBUTIONS

     Each Fund pays out as dividends substantially all of its net investment
income (which comes from dividends and interest it receives from its
investments) and net realized short-term capital gains as described in the
Prospectus.

     All dividends and/or distributions will be paid in the form of additional
shares of the class of shares of the Fund to which the dividends and/or
distributions relate or, at the election of the shareholder, of another Fund or
a series of PIMCO Funds: Pacific Investment Management Series at net asset value
of such Fund or series, unless the shareholder elects to receive cash.
Dividends paid by each Fund are calculated in the same manner and at the same
time with respect to each class.

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8.   WAIVER OR REIMBURSEMENT OF EXPENSES

     Expenses may be waived or reimbursed by any adviser, sub-adviser, principal
underwriter, or other provider of services to the Trust without the prior
approval of the Trust's Trustees.

9.   EFFECTIVENESS OF PLAN

     This Plan shall not take effect until it has been approved by votes of a
majority of both (a) the Trustees of the Trust and (b) the Independent Trustees.
When this Plan takes effect, it shall supersede all previous plans of the Trust
adopted pursuant to Rule 18f-3 under the 1940 Act.

10.  MATERIAL MODIFICATIONS

     This Plan may not be amended to modify materially its terms unless such
amendment is approved in the manner provided for initial approval hereof in
section 9 above.

11.  LIMITATION OF LIABILITY

     The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or any Fund under this Plan, and the
Administrator or any other person, in asserting any rights or claims under this
Plan, shall look only to the assets and property of the Trust or such Funds in
settlement of such rights or claims, and not to any Trustee or shareholder.

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