Fixed Income SHares
PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT made this 15th day of March, 2000 between PIMCO Advisors L.P.
("Adviser"), a limited partnership, and Pacific Investment Management Company
(the "Portfolio Manager"), a partnership.
WHEREAS, Fixed Income Shares (the "Trust") is registered with the
Securities and Exchange Commission ("SEC") as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio; and
WHEREAS, the Trust has established multiple series, including operational
series or series that are expected to be operational that are designated as the
FISH: Series C and FISH: Series M, such series together with any other series
subsequently established by the Trust, being collectively referred to
hereinafter as the "Series"; and
WHEREAS, the Portfolio Manager is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Trust has retained the Adviser to render management services
to the Portfolios (as defined below) pursuant to an Investment Advisory
Agreement dated as of March 15, 2000, as from time to time amended, supplemented
or modified, and such Agreement authorizes the Adviser to engage Portfolio
Managers to discharge the Adviser's responsibilities with respect to the
management of the Series; and
WHEREAS, the Adviser desires to retain the Portfolio Manager to furnish
investment advisory services to one or more of the Series of the Trust, and the
Portfolio Manager is willing to furnish such services to such Series and the
Adviser in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Adviser and the
Portfolio Manager as follows:
1. Appointment. The Adviser hereby appoints Pacific Investment Management
Company to act as Portfolio Manager to the FISH: Series C and FISH: Series M
(the "Portfolios") for the periods and on the terms set forth in this Agreement.
The Portfolio Manager accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Adviser wishes to retain the Portfolio Manager to render
investment advisory services to one or more Series other than the Portfolios,
the Adviser shall notify the Portfolio Manager in writing. If the Portfolio
Manager is willing to render such services, it shall notify the Adviser in
writing.
2. Portfolio Management Duties. Subject to the supervision of the Trust's
Board of Trustees and the Adviser, the Portfolio Manager will provide a
continuous investment program for the Portfolios and determine the composition
of the assets of the Portfolios, including determination of the purchase,
retention, or sale of the securities, cash, and other investments for the
Portfolios. The Portfolio Manager will provide investment research and analysis,
which may consist of computerized investment methodology, and will conduct a
continuous program of evaluation, investment, sales, and reinvestment of the
Portfolios' assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Portfolios,
when these transactions should be executed, and what portion of the assets of
the Portfolios should be held in the various securities and other investments in
which they may invest, and the Portfolio Manager is hereby authorized to execute
and perform such services on behalf of the Portfolios. To the extent permitted
by the investment policies of the Portfolios, the Portfolio Manager shall make
decisions for the Portfolios as to foreign currency matters and make
determinations as to the retention or disposition of foreign currencies or
securities or other instruments denominated in foreign currencies, or derivative
instruments based upon foreign currencies, including forward foreign currency
contracts and options and futures on foreign currencies and shall execute and
perform the same on behalf of the Portfolios. The Portfolio Manager will provide
the services under this Agreement in accordance with the Portfolios' investment
objective or objectives, investment policies, and investment restrictions as
stated in the
Trust's Registration Statement filed on Form N-1A with the SEC, as
supplemented or amended from time to time, copies of which shall be sent to the
Portfolio Manager by the Adviser. In performing these duties, the Portfolio
Manager:
1. Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations,
with any applicable procedures adopted by the Trust's Board of Trustees,
and with the provisions of the Trust's Registration Statement filed on
Form N-1A, as supplemented or amended from time to time.
2. Shall use reasonable efforts to manage each Portfolio so that it
qualifies as a regulated investment company under Subchapter M of the
Internal Revenue Code.
3. Is responsible, in connection with its responsibilities under
this Section 2, for decisions to buy and sell securities and other
investments for the Portfolios, for broker-dealer and futures commission
merchant ("FCM") selection, and for negotiation of commission rates. The
Portfolio Manager's primary consideration in effecting a security or other
transaction will be to obtain the best execution for the Portfolios,
taking into account the factors specified in the Prospectus and Statement
of Additional Information for the Trust, as they may be amended or
supplemented from time to time. Subject to such policies as the Board of
Trustees may determine and consistent with Section 28(e) of the Securities
Act of 1934, the Portfolio Manager shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Portfolios to pay a
broker or dealer, acting as agent, for effecting a portfolio transaction
at a price in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the Portfolio
Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or the Portfolio Manager's overall responsibilities
with respect to the Portfolios and to its other clients as to which it
exercises investment discretion. To the extent consistent with these
standards, and in accordance with Section 11(a) of the Securities Exchange
Act of 1934 and Rule 11a2-2(T) thereunder, and subject to any other
applicable laws and regulations, the Portfolio Manager is further
authorized to allocate the orders placed by it on behalf of the Portfolios
to the Portfolio Manager if it is registered as a broker or dealer with
the SEC, to its affiliate that is registered as a broker or dealer with
the SEC, or to such brokers and dealers that also provide research or
statistical research and material, or other services to the Portfolios or
the Portfolio Manager. Such allocation shall be in such amounts and
proportions as the Portfolio Manager shall determine consistent with the
above standards, and, upon request, the Portfolio Manager will report on
said allocation to the Adviser and Board of Trustees of the Trust,
indicating the brokers or dealers to which such allocations have been made
and the basis therefor.
4. May, on occasions when the purchase or sale of a security is
deemed to be in the best interest of the Portfolios as well as any other
investment advisory clients, to the extent permitted by applicable laws
and regulations, but shall not be obligated to, aggregate the securities
to be so sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the
Registration Statement. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Portfolio Manager in a manner that is fair and
equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Trust and to such other clients.
5. Will, in connection with the purchase and sale of securities for
the Portfolios, arrange for the transmission to the custodian for the
Trust on a daily basis, such confirmation, trade tickets, and other
documents and information, including, but not limited to, Cusip, Sedol, or
other numbers that identify securities to be purchased or sold on behalf
of the Portfolios, as may be reasonably necessary to enable the custodian
to perform its administrative and recordkeeping responsibilities with
respect to the Portfolios, and, with respect to portfolio securities to be
purchased or sold through the Depository Trust Company, will arrange for
the automatic transmission of the confirmation of such trades to the
Trust's custodian.
6. Will assist the custodian and recordkeeping agent(s) for the
Trust in determining or confirming, consistent with the procedures and
policies stated in the Registration Statement for the Trust, the value of
any portfolio securities or other assets of the Portfolios for which the
custodian and
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recordkeeping agent(s) seek assistance from the Portfolio Manager or
identify for review by the Portfolio Manager.
7. Will make available to the Trust and Adviser, promptly upon
request, the Portfolios' investment records and ledgers as are necessary
to assist the Trust to comply with the requirements of the 1940 Act and
the Advisers Act, as well as other applicable laws, and will furnish to
regulatory authorities having the requisite authority any information or
reports in connection with such services which may be requested in order
to ascertain whether the operations of the Trust are being conducted in a
manner consistent with applicable laws and regulations.
8. Will regularly report to the Trust's Board of Trustees on the
investment program for the Portfolios and the issuers and securities
represented in the Portfolios' portfolio, and will furnish the Trust's
Board of Trustees with respect to the Portfolios such periodic and special
reports as the Trustees may reasonably request.
9. Shall be responsible for making reasonable inquiries and for
reasonably ensuring that any employee of the Portfolio Manager has not, to
the best of the Portfolio Manager's knowledge:
1. been convicted, in the last ten (10) years, of any felony
or misdemeanor involving the purchase or sale of any security or
arising out of such person's conduct as an underwriter, broker,
dealer, investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman, or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; or
2. been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer,
investment adviser, municipal securities dealer, government
securities broker, government securities dealer, transfer agent, or
entity or person required to be registered under the Commodity
Exchange Act, or as an affiliated person, salesman or employee of
any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act, or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
security.
3. Disclosure about Portfolio Manager. The Portfolio Manager has reviewed
the Registration Statement for the Trust filed with the SEC and represents and
warrants that, with respect to the disclosure about the Portfolio Manager or
information relating, directly or indirectly, to the Portfolio Manager, such
Registration Statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which was
required to be stated therein or necessary to make the statements contained
therein not misleading. The Portfolio Manager further represents and warrants
that it is a duly registered investment adviser under the Advisers Act and a
duly registered investment adviser in all states in which the Portfolio Manager
is required to be registered. The Adviser has received a current copy of the
Portfolio Manager's Uniform Application for Investment Adviser Registration on
Form ADV, as filed with the SEC. The Portfolio Manager agrees to provide the
Adviser with current copies of the Portfolio Manager's Form ADV, and any
supplements or amendments thereto, as filed with the SEC. In addition, the
Portfolio Manager has delivered to the Adviser a copy of its Disclosure
Document, as amended, dated December 1, 1999, on file with the Commodity Futures
Trading Commission. The Adviser hereby acknowledges receipt of such copy.
4. Expenses. During the term of this Agreement, the Portfolio Manager will
pay all expenses incurred by it and its staff and for their activities in
connection with its services under this Agreement. The Portfolio Manager shall
not be responsible for any of the following:
1. Expenses of all audits by the Trust's independent public
accountants;
2. Expenses of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
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3. Expenses of the Trust's custodial services, including
recordkeeping services provided by the custodian;
4. Expenses of obtaining quotations for calculating the value of the
Portfolios' net assets;
5. Expenses of obtaining Portfolio Activity Reports for the
Portfolios;
6. Expenses of maintaining the Trust's tax records;
7. Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of Adviser, its subsidiaries or affiliates, or
any Portfolio Manager of the Trust;
8. Taxes, if any, levied against the Trust or any of its Series;
9. Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Portfolios;
10. Costs, including the interest expenses, of borrowing money;
11. Costs and/or fees incident to meetings of the Trust's
shareholders, the preparation and mailings of prospectuses and reports of
the Trust to its shareholders, the filing of reports with regulatory
bodies, the maintenance of the Trust's existence, and the registration of
shares with federal and state securities or insurance authorities;
12. The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
13. Costs of printing stock certificates representing shares of the
Trust;
14. Trustees' fees and expenses to trustees who are not officers,
employees, or stockholders of the Portfolio Manager or any affiliate
thereof;
15. The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
16. Association membership dues;
17. Extraordinary expenses of the Trust as may arise, including
expenses incurred in connection with litigation, proceedings and other
claims and the legal obligations of the Trust to indemnify its trustees,
officers, employees, shareholders, distributors, and agents with respect
thereto; and
18. Organizational and offering expenses and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.
5. Seed Money. The Adviser agrees that the Portfolio Manager shall not be
responsible for providing money for the initial capitalization of the Trust or
Portfolios.
6. Compliance.
1. The Portfolio Manager agrees that it shall immediately notify the
Adviser and the Trust in the event (i) that the SEC has censured the
Portfolio Manager; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment
adviser; or has commenced proceedings or an investigation that may result
in any of these actions, and (ii) upon having a reasonable basis for
believing that a Portfolio has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code. The Portfolio Manager further agrees to notify
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the Adviser and the Trust immediately of any material fact known to the
Portfolio Manager that is not contained in the Registration Statement or
prospectus for the Trust, or any amendment or supplement thereto, or of
any statement contained therein that becomes untrue in any material
respect.
2. The Adviser agrees that it shall immediately notify the Portfolio
Manager in the event (i) that the SEC has censured the Adviser or the
Trust; placed limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings or an investigation that
may result in any of these actions, and (ii) upon having a reasonable
basis for believing that a Portfolio has ceased to qualify or might not
qualify as a regulated investment company under Subchapter M of the
Internal Revenue Code.
7. Independent Contractor. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Adviser from time to time, have
no authority to act for or represent the Adviser in any way or otherwise be
deemed its agent. The Portfolio Manager understands that unless expressly
provided herein or authorized from time to time by the Trust, the Portfolio
Manager shall have no authority to act for or represent the Trust in any way or
otherwise be deemed the Trust's agent.
8. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Portfolio Manager hereby agrees that all records which
it maintains for the Portfolios are the property of the Trust and further agrees
to surrender promptly to the Trust any of such records upon the Trust's or the
Adviser's request, although the Portfolio Manager may, at its own expense, make
and retain a copy of such records. The Portfolio Manager further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
in the Rule.
9. Cooperation. Each party to this Agreement agrees to cooperate with each
other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC) in connection
with any investigation or inquiry relating to this Agreement or the Trust.
10. Services Not Exclusive. It is understood that the services of the
Portfolio Manager are not exclusive, and nothing in this Agreement shall prevent
the Portfolio Manager (or its affiliates) from providing similar services to
other clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Portfolios) or from engaging
in other activities.
11. Liability. Except as provided in Section 12 and as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Adviser agrees that the Portfolio Manager, any affiliated person of the
Portfolio Manager, and each person, if any, who, within the meaning of Section
15 of the Securities Act of 1933 (the "1933 Act") controls the Portfolio Manager
shall not be liable for, or subject to any damages, expenses, or losses in
connection with, any act or omission connected with or arising out of any
services rendered under this Agreement, except by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Portfolio Manager's
duties, or by reason of reckless disregard of the Portfolio Manager's
obligations and duties under this Agreement.
12. Indemnification. The Portfolio Manager agrees to indemnify and hold
harmless the Adviser, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person, if
any, who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Adviser (collectively, "Adviser Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or such affiliated
person or controlling person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, under any other statute, at common law or otherwise, arising
out of the Portfolio Manager's responsibilities to the Trust which (i) may be
based upon any misfeasance, malfeasance, or nonfeasance by the Portfolio
Manager, any of its employees or representatives, or any affiliate of or any
person acting on behalf of the Portfolio Manager (other than an Adviser
Indemnified Person), or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering the Shares of the Trust, the Portfolios or any Series, or
any amendment thereof or any supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such a statement or
omission was made in
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reliance upon information furnished to the Adviser, the Trust, or any affiliated
person of the Trust by the Portfolio Manager or any affiliated person of the
Portfolio Manager (other than an Adviser Indemnified Person); provided, however,
that in no case is the Portfolio Manager's indemnity in favor of the Adviser or
any affiliated person or controlling person of the Adviser deemed to protect
such person against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties, or by reason of his reckless disregard of obligations
and duties under this Agreement.
The Adviser agrees to indemnify and bold harmless the Portfolio Manager,
any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of
the Portfolio Manager and each controlling person of the Portfolio Manager
(collectively, "Pacific Investment Management Company Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which the Portfolio Manager or such
affiliated person or controlling person may become subject under the 1933 Act,
the 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Adviser's responsibilities as adviser of the Trust
which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the
Adviser, any of its employees or representatives or any affiliate of or any
person acting on behalf of the Adviser (other than a Pacific Investment
Management Company Indemnified Person) or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering Shares of the Trust, the
Portfolios or any Series, or any amendment thereof or any supplement thereto, or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, unless
such statement or omission was made in reliance upon written information
furnished to the Adviser or any affiliated person of the Adviser by the
Portfolio Manager or any affiliated person of the Portfolio Manager (other than
a Pacific Investment Management Company Indemnified Person); provided however,
that in no case is the indemnity of the Adviser in favor of the Portfolio
Manager, or any affiliated person or controlling person of the Portfolio Manager
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of obligations and duties under this Agreement.
13. Duration and Termination. This Agreement shall take effect as of the
date hereof. This Agreement shall remain in effect for two years from such date
and continue thereafter on an annual basis with respect to the Portfolios;
provided that such annual continuance is specifically approved at least annually
(a) by the vote of a majority of the Board of Trustees of the Trust or (b) by
the vote of a majority of the outstanding voting shares of the Portfolios, and
provided that continuance is also approved by the vote of a majority of the
Board of Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as such term is defined in the 0000 Xxx) of the Trust, the
Adviser, or the Portfolio Manager, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may not be materially amended
without (1) a majority vote of the outstanding shares (as defined in the 0000
Xxx) of the Portfolios, except to the extent permitted by any exemption or
exemptions that may be granted upon application made to the SEC or by any
applicable SEC rule, and (2) the prior written consent of the Portfolio Manager
and the Adviser. This Agreement may be terminated:
1. by the Trust at any time with respect to the services provided by
the Portfolio Manager, without the payment of any penalty, by vote of (1)
a majority of the Trustees of the Trust; (2) a majority of the Trustees of
the Trust who are not parties to this Agreement or "interested persons"
(as such term is defined in the 0000 Xxx) of the Trust, the Adviser or the
Portfolio Manager; or (3) a majority of the outstanding voting shares of
the Portfolios, on 60 days' written notice to the Portfolio Manager;
2. by the Portfolio Manager at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust; or
3. by the Adviser at any time, without the payment of any penalty,
upon 60 days' written notice to the Portfolio Manager.
However, any approval of this Agreement by the holders of a majority of
the outstanding shares (as defined in the 0000 Xxx) of a particular Portfolio
shall be effective to continue this Agreement with respect to such Portfolio
notwithstanding (a) that this Agreement has not been approved by the holders of
a majority of the outstanding shares of any other Portfolio or (b) that this
Agreement has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. This Agreement will terminate automatically with
respect to the services provided by the Portfolio Manager in event of its
assignment, as that term is defined in the 1940 Act, by the Portfolio Manager.
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14. Agreement and Declaration of Trust. A copy of the Agreement and
Declaration of Trust for the Trust is on file with the Secretary of the
Commonwealth of Massachusetts. The Agreement and Declaration of Trust has been
executed on behalf of the Trust by a Trustee of the Trust in his capacity as
Trustee of the Trust and not individually. The obligations of this Agreement
shall be binding upon the assets and property of the Trust and shall not be
binding upon any Trustee, officer, or shareholder of the Trust individually.
15. Miscellaneous.
1. This Agreement shall be governed by the laws of Massachusetts,
provided that nothing herein shall be construed in a manner inconsistent
with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder.
2. The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby, and to this extent, the
provisions of this Agreement shall be deemed to be severable. To the
extent that any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise with regard to any party
hereunder, such provisions with respect to other parties hereto shall not
be affected thereby.
4. The parties hereto acknowledge and agree that the Trust is an
express third party beneficiary to this Agreement. Except as provided in
the preceding sentence, the parties agree that this Agreement is not
intended to benefit, or create any right or cause of action in or on
behalf of, any other person or entity.
5. With respect to any actions brought by the Adviser or the Trust
against the Portfolio Manager, the Portfolio Manager: (i) consents to the
subject matter and in personam jurisdiction and venue in the United States
District Court for the District of Massachusetts; (ii) waives the right to
contest the subject matter and in personam jurisdiction and venue in the
United States District Court for the District of Massachusetts on any
ground; and (iii) agrees that service of process upon it can be made
either in person or by certified or registered mail, return receipt
requested, at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, Attention: Chief Legal Officer, or any other address
designated by the Adviser as the address to which notices pursuant to this
Agreement should be sent. The Portfolio Manager agrees that service to
such address shall be deemed to constitute sufficient service of process
under both the federal and state rules of civil procedure wherever the
case is filed. In the event it is determined that the United States
District Court for the District of Massachusetts should lack subject
matter jurisdiction for any reason, the Portfolio Manager consents to the
subject matter and in personarn jurisdiction and venue in a Massachusetts
State court of competent jurisdiction in Suffolk County.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
PIMCO ADVISOIRS L.P.
/s/ XXXXXX X. XXXXX By: /s/ XXXXX X. XXXX
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Attest: Title: Senior Vice President
Title: Assistant
PACIFIC INVESTMENT MANAGEMENT
COMPANY
By: PIMCO Management Inc., a general partner
/s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. BENZ
------------------------- -----------------------------------------
Attest: Xxxxxx X. Xxxxxx Title: Managing Director
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Title: Vice President
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