Exhibit K.4
FEE WAIVER AGREEMENT
PIMCO MUNICIPAL INCOME FUND
This Fee Waiver Agreement is executed as of June __, 2001 by and between
PIMCO ADVISORS L.P., a Delaware limited partnership (the "Manager"), and PACIFIC
INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the
"Portfolio Manager").
WHEREAS, the Manager and the Portfolio Manager have separately entered into
a Portfolio Management Agreement of even date herewith (the "Portfolio
Management Agreement") pursuant to which the Manager has retained the Portfolio
Manager to provide investment advisory services on behalf of PIMCO Municipal
Income Fund (the "Fund").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:
1. Except as provided in paragraph 2, from the commencement of the Fund's
operations through June 30, 2002, and for each successive twelve-month period
ending on June 30 in each other calendar year set forth below, the Portfolio
Manager agrees to waive a portion of the fees otherwise payable to it by the
Manager under the Portfolio Management Agreement in the amounts determined by
applying the following annual rates to the average daily net assets of the Fund:
Fee Waiver
(at the following annual rates stated
as a percentage of the Fund's average
Period Ending June 30, daily net assets)*:
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2002** 0.12%
2003 0.12%
2004 0.12%
2005 0.12%
2006 0.12%
2007 0.09%
2008 0.06%
2009 0.03%
* Including net assets of the Fund attributable to any outstanding
preferred shares.
** From the commencement of Fund operations through June 30, 2002.
2. Unless terminated sooner pursuant to paragraph 3, this Agreement shall
terminate on the earlier of (a) June 30, 2009, (b) any termination of the
Portfolio Management Agreement or (c) any termination of the Fee Waiver
Agreement, of even date herewith, between the
Manager and the Fund. The Portfolio Manager's obligation to waive fees hereunder
shall apply only while this Agreement remains in effect. If this Agreement
remains in effect for less than a full period specified in paragraph 1, the
amount to be waived by the Portfolio Manager shall be prorated for the partial
period.
3. Except as provided in paragraph 2, this Agreement may be terminated or
amended only by written agreement between the Manager and the Portfolio Manager.
4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
IN WITNESS WHEREOF, PIMCO ADVISORS L.P. and PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC have each caused this instrument to be signed in its behalf by its
duly authorized representative, all as of the day and year first above written.
PIMCO ADVISORS L.P.
By:
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Name:
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Title:
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PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By:
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Name:
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Title:
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