NOVATION OF PORTFOLIO MANAGEMENT AGREEMENT
This Novation Agreement is entered into this 26th day of February, 2002
by and among Allianz Dresdner Asset Management of America L.P. (formerly PIMCO
Advisors L.P.) ("XXXX"), a Delaware limited partnership, Pacific Investment
Management Company LLC ("PIMCO"), a Delaware limited liability company, and
PIMCO Funds Advisors LLC ("PFA"), a Delaware limited liability company.
WHEREAS, Fixed Income SHares (the "Trust") has retained XXXX to render
management services to the Trust's series pursuant to an Investment Advisory
Agreement dated March 16, 2000, as from time to time amended or supplemented,
and such agreement authorizes XXXX to engage sub-advisers to discharge ADAM's
responsibilities with respect to the management of such series;
WHEREAS, XXXX has appointed PIMCO to act as portfolio manager to FISH:
Series C and FISH: Series M (the "Funds") pursuant to the terms of the Portfolio
Management Agreement dated March 15, 2000 by and between XXXX and PIMCO (as from
time to time amended or supplemented, the "Portfolio Management Agreement");
WHEREAS, XXXX, PFA and PIMCO are all registered with the SEC as investment
advisors under the Investment Advisers Act of 1940 and the rules and regulations
thereunder, as amended from time to time;
WHEREAS, the Trust and XXXX desire that XXXX be replaced as the Funds'
investment advisor by PFA in a transaction which does not result in a change of
actual control or management in accordance with Rule 2a-6 of the Investment
Company Act of 1940; and
WHEREAS, XXXX desires to affect a novation of the Portfolio Management
Agreement so that PFA is substituted for XXXX as a party to such agreement and
XXXX is released from its obligations under such agreement, PFA desires to
accept the novation thereof, and PIMCO desires to consent to such novation;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions contained
herein, XXXX hereby affects a novation of the Portfolio Management Agreement to
substitute PFA for XXXX as party to such agreement (the "Novation"), PIMCO
hereby consents to such Novation and hereby releases XXXX from all of its duties
and obligations under the Portfolio Management Agreement, and PFA hereby accepts
the Novation and hereby releases XXXX from all of its duties and obligations
under the Portfolio Management Agreement and assumes all rights, duties and
obligations of XXXX under such agreement. Any procedures established from time
to time by agreement between XXXX and PIMCO pursuant to the Portfolio Management
Agreement shall be assigned to PFA, subject to the terms and conditions
contained herein and subject to amendment by mutual agreement of PFA and PIMCO.
2. Term. The Novation shall become effective on the date hereof and shall
extend for so long as the terms specified in Section 13 of the Portfolio
Management Agreement are satisfied or until terminated in accordance with said
Section 13.
3. No Termination. The parties agree that the Novation shall not
constitute an "assignment" of the Portfolio Management Agreement for purposes of
Section 13 of the Portfolio Management Agreement or the 1940 Act, and that the
Portfolio Management Agreement, as so novated, shall remain in full force and
effect after the Novation.
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IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement
to be executed as of the day and year first above written.
ALLIANZ DRESDNER
ASSET MANAGEMENT
OF AMERICA L.P.
By:______________________
Name:
Title:
PACIFIC INVESTMENT
MANAGEMENT COMPANY LLC
By:______________________
Name:
Title:
PIMCO FUNDS ADVISORS LLC
By:______________________
Name:
Title:
