PIMCO FUNDS: EQUITY ADVISORS SERIES
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
WRITTEN INSTRUMENT AMENDING THE
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF PIMCO FUNDS: EQUITY ADVISORS SERIES
WHEREAS, PIMCO Funds: Equity Advisors Series (the "Trust"),
Massachusetts business trust, has entered into an agreement and plan of
reorganization (the "Agreement") with PIMCO Advisors Funds ("PAF") providing for
the acquisition and consolidation of certain series of PAF by the Trust (the
"Reorganization"); and
WHEREAS, in connection with the Reorganization, the Trust's Board of
Trustees desires to change the name of certain series of the Trust, establish
eight new series of the Trust, and establish three new classes of shares of the
Trust, effective as of October 31, 1996, such name changes being contingent upon
the consummation of the Reorganization; therefore be it
RESOLVED, that the undersigned, being a majority of the Trustees of
the Trust, acting pursuant to Section 6.2 of the Amended and Restated Agreement
and Declaration of Trust, dated May 7, 1993 and subsequently amended on July 15,
1993, October 29, 1993, March 4, 1994, August 12, 1994, November 7, 1994,
November 28, 1995, February 2, 1996, and August 20, 1996 (the "Declaration of
Trust"), and having heretofore divided the shares of beneficial interest of the
Trust into fourteen separate series (the "Current Funds"), hereby amend the
Declaration of Trust to redesignate the names of the Current Funds listed below
as follows, such amendment to become effective on the date indicated above:
Old Name New Name
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NFJ Equity Income Fund PIMCO Equity Income Fund
NFJ Diversified Low P/E Fund PIMCO Value Fund
NFJ Small Cap Value Fund PIMCO Small Cap Value Fund
Cadence Capital Appreciation PIMCO Capital Appreciation
Fund Fund
Cadence Mid Cap Growth Fund PIMCO Mid Cap Growth Fund
Cadence Micro Cap Growth Fund PIMCO Micro Cap Growth Fund
Cadence Small Cap Growth Fund PIMCO Small Cap Growth Fund
Columbus Circle Investors Core PIMCO Core Equity Fund
Equity Fund
Columbus Circle Investors Mid PIMCO Mid Cap Equity Fund
Cap Equity Fund
Parametric Enhanced Equity Fund PIMCO Enhanced Equity Fund
Parametric Structured Emerging PIMCO Structured Emerging
Markets Fund Markets Fund
Blairlogie Emerging Markets Fund PIMCO Emerging Markets Fund
Blairlogie International Active PIMCO International Developed
Fund Fund
Balanced Fund PIMCO Balanced Fund
FURTHER RESOLVED, that the undersigned being a majority of the Trustees
of the Trust, acting pursuant to Section 6.2 of the Declaration of Trust, hereby
amend the Declaration of Trust by designating and establishing eight additional
series to be known as the "PIMCO International Fund", "PIMCO Growth Fund,"
"PIMCO Target Fund," "PIMCO Renaissance Fund," "PIMCO Opportunity Fund," "PIMCO
Innovation Fund," "PIMCO Tax Exempt Fund," and "PIMCO Precious Metals Fund"
(collectively, together with the Current Funds, the "Funds") such amendment to
become effective upon the date indicated above.
FURTHER RESOLVED, that the undersigned being a majority of the Trustees
of the Trust, acting pursuant to Section 6.2.1 of the Declaration of Trust,
having heretofore divided the shares of each series into three classes, hereby
amend the Declaration of Trust by dividing the Shares of each Fund into five
Classes designated as "Institutional" shares, "Administrative" shares, "Class A"
shares, "Class B" shares, and "Class C" shares (the "Classes"), such amendment
to become effective upon the date indicated above.
FURTHER RESOLVED, the Funds and their Classes shall have the following
special and relative rights:
(1) The Funds shall be authorized to invest in cash, securities, instruments
and other property as from time to time described in the Trust's then currently
effective prospectuses and registration statement under the Securities Act of
1933. Each share of beneficial interest of a Fund ("Share") shall be
redeemable, shall be entitled to one vote (or fraction thereof in respect of a
fractional Share) on matters on which Shares of the Fund shall be entitled to
vote, shall represent a pro rata beneficial interest in the assets allocated to
the Fund and shall be entitled to receive its pro rata share of net assets of
the Fund upon liquidation of the Fund, all as provided in the Declaration.
(2) Each Share of a Fund shall be entitled to one vote (or fraction thereof
in respect of a fractional Share) on matters on which such shares of the Fund
shall be entitled to vote. Shareholders of each Fund shall vote separately as a
Fund on any matter, except, consistent with the Investment Company Act of 1940,
as amended ("the Act"), and the rules and the Trust's registration statement
thereunder, with respect to (i) the election of Trustees, (ii) any amendment of
the Declaration of Trust, unless the amendment affects fewer than all Funds or
Classes of Shares, in which case only shareholders of the affected Funds or
Classes shall vote, and (iii) ratification of
the selection of auditors, and except when the Trustees have determined that the
matter affects only the interests of shareholders of a particular Fund or Class
of Shares, in which case only the shareholders of such Fund or Case shall be
entitled to vote thereon. In each case of separate voting, the Trustees shall
determine whether, for the matter to be effectively acted upon within the
meaning of Rule 18f-2 under the Act (or any successor rule) as to a Fund or
Class, the applicable percentage (as specified in the Declaration, or the Act
and the rules thereunder) of the shares of that Fund or Class alone must be
voted in favor of the matter, or whether the favorable vote of such applicable
percentage of the shares of each Fund or Class entitled to vote on the matter is
required.
(3) The assets and liabilities of the Trust shall be allocated among the
Funds as set forth in Section 6.2 of the Declaration, except that only
preexisting Funds shall bear their allocable portion of the remaining
unamortized costs incurred and payable in connection with their organization and
registration; costs of establishing subsequent Series and of the registration
and public offering of their Shares shall be amortized for such Series over the
period beginning on the date such costs become payable and ending sixty months
thereafter.
(4) Shares of each Class of each Fund may vary between themselves as
to rights of redemption and conversion rights, as may be approved by the
Trustees and set out in each Fund's then-current prospectus.
(5) The Trustees shall have the right at any time and from time to
time to reallocate assets and expenses or to change the designation of any Fund
or Class thereof hitherto or hereafter created, or to otherwise change the
special and relative rights of such Fund or Class, provided that such change
shall not adversely affect the rights of the Shareholders of such Fund or
Class.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the __ day of September, 1996.
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Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
Trustee Trustee
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Xxxxxxx X. Xxxxxx Xxxx Xxxxxxxx
Trustee Trustee
PRESIDENT'S CERTIFICATE
The undersigned, being the duly appointed, qualified and active
President of PIMCO Advisors Institutional Funds (the "Trust"), hereby certifies
that Sections 6.2 and 6.2.1 of the Trust's Amended and Restated Agreement and
Declaration of Trust dated May 7, 1993 and subsequently amended on July 15,
1993, October 29, 1993, March 4, 1994, August 12, 1994, November 7, 1994,
November 28, 1995, February 2, 1996, and August 20, 1996 (the "Declaration of
Trust") have been duly amended in accordance with the provisions of Section 10.4
of the Declaration of Trust.
Date: September __, 1996
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Xxxxxxx X. Xxxxxxxx
President
