Exhibit k.4
FEE WAIVER AGREEMENT
PIMCO Municipal Income Fund III
This Fee Waiver Agreement is executed as of September 20, 2002 by and
between PIMCO FUNDS ADVISORS LLC, a Delaware limited liability company (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 III (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 October 31, 2002, and for each successive twelve-month
period ending on October 31st 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 October 31, daily net assets)*:
------------------------- -------------------------------------
2002** 0.24%
2003 0.24%
2004 0.24%
2005 0.24%
2006 0.24%
2007 0.24%
2008 0.10%
2009 0.05%
* Including net assets of the Fund attributable to any outstanding
red shares.
** From the commencement of Fund operations through October 31,
2002.
2. Unless terminated sooner pursuant to paragraph 3, this Agreement
shall terminate on the earlier of (a) October 31, 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.
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IN WITNESS WHEREOF, PIMCO FUNDS ADVISORS LLC 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 FUNDS ADVISORS LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
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