ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated as of [ ], 2003 between Fixed Income
Shares (the "Trust"), a Massachusetts business trust, and PIMCO Advisors Fund
Management LLC (the "Administrator" or "PAFM"), a limited liability company
organized under the laws of Delaware.
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "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
in separate series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust has established multiple series, including FISH:
Series C, FISH: Series M and Allianz Dresdner Daily Asset Fund (the "Fund"); and
WHEREAS, PAFM and the Trust have entered into an Administration
Agreement dated February 26, 2002 relating to FISH: Series C and FISH: Series M;
and
WHEREAS, the Trust wishes to retain PAFM to provide or procure
administrative and other services to the Fund and its shareholders pursuant to a
separate agreement applicable only to the Fund; and
WHEREAS, PAFM is willing to furnish and/or to arrange for such services
in the manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints PAFM as the Administrator to
provide or procure the administrative and other services with respect to the
Fund for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees during such period to render
the services herein set forth for the compensation herein provided.
2. Duties. Subject to the general supervision of the Board of Trustees,
the Administrator shall provide or cause to be furnished all organizational,
administrative and other services reasonably necessary for the operation of the
Fund, but not including the investment advisory services provided by Dresdner
Advisors LLC pursuant to its
Investment Advisory Agreement with the Trust on behalf of the Fund (the
"Investment Advisory Agreement").
(a) Administrative Services. Subject to the approval or
consent of the Board of Trustees, the Administrator shall provide or
procure, at the Administrator's expense, services to include the
following: (i) coordinating matters relating to the operation of the
Fund, including any necessary coordination among the adviser or
advisers to the Fund, the custodian(s), transfer agent(s), dividend
disbursing agent(s), and recordkeeping agent(s) (including pricing and
valuation of the Fund), accountants, attorneys, and other parties
performing services or operational functions for the Fund; (ii)
providing the Fund, at the Administrator's expense, with the services
of a sufficient number of persons competent to perform such
administrative and clerical functions as are necessary to ensure
compliance with federal securities laws, as well as other applicable
laws, and to provide effective administration of the Fund; (iii)
supervising the maintenance by third parties, of such books and records
of the Trust and the Fund as may be required by applicable federal or
state law other than the records and ledgers maintained under the
Investment Advisory Agreement; (iv) supervising the preparation by
third parties of all federal, state, and local tax returns and reports
of the Fund required by applicable law; (v) preparing or surpervising,
filing, and arranging for the distribution of proxy materials and
periodic reports to shareholders of the Fund as required by applicable
law; (vi) arranging for the filing of such registration statements and
other documents with the SEC and other federal and state regulatory
authorities as may be required to register the shares of the Fund and
qualify the Trust to do business or as otherwise required by applicable
law; (vii) taking such other action with respect to the Fund as may be
required by applicable law, including, without limitation the rules and
regulations of the SEC and of state securities commissions and other
regulatory agencies; and (viii) providing the Fund, at the
Administrator's expense, with adequate personnel, office space,
communications facilities, and other facilities necessary for the
Fund's operations as contemplated in this Agreement.
(b) Other Services. Subject to the approval or consent of the
Board of Trustees, the Administrator shall also procure on behalf of
the Trust and the Fund the following services of the Fund: (i)
custodian services to provide for the safekeeping of the Fund's assets;
(ii) recordkeeping services to maintain the portfolio accounting
records for the Fund; (iii) transfer agency services to maintain the
portfolio accounting records for the Fund; and (iv) dividend disbursing
services for the Fund. The services to be provided under (iii) and (iv)
of this Section 2(b) shall be commensurate with the level of services
reasonably necessary for the institutional investors for which the Fund
is intended. The Trust may be a party to any agreement with any person
or persons engaged to provide the services referred to in this Section
2(b).
The Administrator shall not be required to provide directly
hereunder any of the foregoing services which may cause the
Administrator to be engaged in the
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business of effecting transactions in securities for the account of
others, or to induce or attempt to induce the purchase or sale of any
security, but may procure such services on behalf of the Trust from
certain service organizations.
(c) Personnel. The Administrator shall also make its officers
and employees available to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the administration of
the Fund and services provided to the Fund under this agreement.
(d) Standards; Reports. In performing these services, the
Administrator:
(i) 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 relating
to the Fund as supplemented or amended from time to time.
(ii) Will make available to the Trust, promptly upon
request, any of the Fund's books and records as are maintained
under this Agreement, and will furnish to regulatory
authorities having the requisite authority any such books and
records and any information or reports in connection with the
Administrator's services under this Agreement that may be
requested in order to ascertain whether the operations of the
Fund are being conducted in a manner consistent with
applicable laws and regulations.
(iii) Will regularly report to the Trust's Board of
Trustees on the services provided under this Agreement and
will furnish the Trust's Board of Trustees with respect to the
Fund such periodic and special reports as the Trustees may
reasonably request.
3. Documentation. The Trust has delivered copies of each of the
following documents to the Administrator and will deliver to it all future
amendments and supplements thereto, if any:
(a) the Trust's Registration Statement relating to the Fund as
filed with the SEC and any amendments thereto; and
(b) exhibits, powers of attorney, certificates and any and all
other documents relating to or filed in connection with the
Registration Statement described above.
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4. Independent Contractor. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees of the Trust
from time to time, have no authority to act for or represent the Trust in any
way or otherwise be deemed its agent.
5. Compensation. As compensation for the services rendered under this
Agreement, the Trust shall pay to the Administrator a fee based on the average
daily net assets of the Fund as set forth as Exhibit A hereto. The fees payable
to the Administrator shall be computed and accrued daily and paid monthly. If
the Administrator shall serve for less than any whole month, the foregoing
compensation shall be prorated.
6. Non-Exclusivity. It is understood that the services of the
Administrator hereunder are not exclusive, and the Administrator shall be free
to render similar services to other investment companies and other clients.
7. Expenses. During the term of this Agreement, the Administrator will
pay all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are those of the Fund under this Agreement.
The Administrator shall pay for maintaining its staff and personnel and shall,
at its own expense provide the equipment, office space, and facilities necessary
to perform its obligations under this Agreement. In addition, the Administrator
shall, at its expense, furnish the service of maintaining the Fund's tax
records.
The Trust shall bear the following expenses with respect to the Fund:
(a) 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 the Administrator or its
subsidiaries or affiliates;
(b) Taxes, if any, levied against the Trust or any of its
Fund;
(c) Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for any of the Fund;
(d) Costs, including the interest expenses, of borrowing
money;
(e) Fees and expenses of trustees who are not officers,
employees, or stockholders of PAFM or its subsidiaries or affiliates,
and the fees and expenses of any counsel, accountants, or any other
persons engaged by such trustees in connection with the duties of their
office with the Trust.
(f) Extraordinary expenses, including extraordinary legal
expenses and federal and state securities registration fees and
expenses to the extent authorized by the Trust's Board of Trustees, as
may arise, including expenses incurred in connection with litigation,
proceedings, other claims and the legal obligations of the
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Trust to indemnify its trustees, officers, employees, shareholders,
distributors, and agents with respect thereto;
(g) Any expenses associated with the generation, printing and
distribution of required semi-annual financial reports to shareholders,
prospectus, proxy statements and other shareholder communications.
(h) Any expenses allocated or allocable to the Fund, including
fees paid pursuant to an administrative service or distribution plan;
(i) Services by the Trust's independent public accountants to
perform all audits;
(j) Services of the Trust's transfer agent(s), registrar,
dividend disbursing agent(s), and shareholder recordkeeping services;
(k) Services of the Trust's custodian, including any
recordkeeping services provided by the custodian;
(l) Services, including procurement of legal services,
incident to meetings of the Fund's shareholders, the preparation and
mailing of prospectuses and reports of the Fund to its shareholders,
the filing of reports with regulatory bodies, the maintenance of the
Trust's existence and qualification to do business, and the
registration of shares with federal and state securities authorities
(except as described in subsection (f) below);
(m) Procurement of ordinary legal services, including the
services that arise in the ordinary course of business for a
Massachusetts business trust registered as an open-end management
investment company;
(n) Certificates representing shares of the Fund;
(o) The Fund's pro rata portion of the fidelity bond required
by Section 17(g) of the 1940 Act and of the premiums for director and
officer and errors and omissions insurance, or other insurance
premiums; and
(p) Association membership dues.
8. Liability. The Administrator shall give the Trust the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Trust agrees that neither the Administrator
nor its stockholders, officers, directors, or employees shall be subject to any
liability for, or any damages, expenses or losses incurred in connection with,
any act or omission or mistake in judgment connected with or arising out of any
services rendered under this Agreement, except by reason of willful misfeasance,
bad faith, or gross negligence in performance of the Administrator's duties, or
by reason of
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reckless disregard of the Administrator's obligations and duties under this
Agreement. This provision shall govern only the liability to the Trust of the
Administrator and that of its stockholders, officers, directors, and employees,
and shall in no way govern the liability to the Trust or the Administrator or
provide a defense for any other person, including persons that provide services
for the Fund as described in Section 2(b) of this Agreement.
9. Term and Continuation. This Agreement shall take effect as of the
date hereof, and shall remain in effect, unless sooner terminated as provided
herein, until one year from the date of this Agreement, and shall continue
thereafter on an annual basis with respect to the Fund, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of the Board of Trustees of the Trust, and (b) 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 defined in the 0000 Xxx) of the Trust, or
PAFM, and who have no direct or indirect financial interest in the operation of
this agreement ("Qualified Trustees") cast in person at a meeting called for the
purpose of voting on such approval. Failure of the Qualified Trustees to renew
this Agreement and/or its termination by shareholder vote, assignment or
otherwise, shall not preclude the Board of Trustees from approving a substitute
agreement in the manner provided under applicable law.
This Agreement may be terminated:
(a) by the Trust at any time with respect to the services
provided by the Administrator by vote of (1) a majority of the Trustees
of the Trust; or (2) a majority of the outstanding voting shares of the
Trust or, with respect to a particular Fund or class, by vote of a
majority of the outstanding voting shares of such Fund or class, on 60
days' written notice to the Administrator;
(b) by the Administrator at any time, without the payment of
any penalty, upon 60 days' written notice to the Trust.
10. Use of Name. It is understood that the name "PIMCO Advisors Fund
Management LLC" or "PAFM" or any derivative thereof or logo associated with
those names are the valuable property of PAFM and its affiliates.
11. Notices. Notices of any kind to be given to the Administrator by
the Trust shall be in writing and shall be duly given if mailed or delivered to
the Administrator at 1345 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000, or
to such other address or to such individual as shall be specified by the
Administrator. Notices of any kind to be given to the Trust by the Administrator
shall be in writing and shall be duly given if mailed or delivered to the
Administrator at 1345 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000, or to
such other address or to such individual as shall be specified by the
Administrator.
12. Trust Obligation. A copy of the Trust's Agreement and Declaration
of Trust, as amended, is on file with the Secretary of the Commonwealth of
Massachusetts, and
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notice is hereby given that the Agreement has been executed on behalf of the
Trust by a trustee of the Trust in his or her capacity as trustee and not
individually. The obligations of this Agreement shall only be binding upon the
assets and property of each Fund and shall not be binding upon any trustee,
officer, or shareholder of the Trust individually.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
14. Miscellaneous.
(a) 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 Investment Advisers Act of
1940, or any rule or order of the SEC thereunder.
(b) 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.
(c) The captions in this Agreement are included for
convenience only and in no way define any of the provisions hereof or
otherwise affect their construction or effect.
(d) This Agreement may not be assigned by the Trust or the
Administrator without the consent of the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
FIXED INCOME SHARES
By:
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Name:
Title:
PIMCO ADVISORS FUND MANAGEMENT LLC
By:
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Name:
Title:
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EXHIBIT A
FEES
The administration fee will be 0.03% of the average daily net assets of the
Fund.
