Exhibit K.3
FEE WAIVER AGREEMENT
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
This Fee Waiver Agreement is executed as of June __, 2001 by and between
PIMCO CALIFORNIA MUNICIPAL INCOME FUND, a Massachusetts business trust (the
"Fund") and PIMCO ADVISORS L.P., a Delaware limited partnership (the "Manager").
WHEREAS, the Fund and the Manager have separately entered into an
Investment
Management Agreement of even date herewith (the "Management Agreement").
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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 Manager
agrees to waive a portion of the fees otherwise payable to it by the Fund under
the 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** 0.20%
2003 0.20%
2004 0.20%
2005 0.20%
2006 0.20%
2007 0.15%
2008 0.10%
2009 0.05%
* 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 or (b) any termination of the
Management Agreement. The 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 Manager shall be prorated for the partial period.
3. Except as provided in paragraph 2, this Agreement may be terminated only
by the affirmative vote of (a) the Board of Trustees of the Fund, including the
vote of the members of the Board who are not "interested persons" of the Fund
within the meaning of the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder (the "1940 Act"), and (b) a "majority of the
outstanding voting securities" (as defined of the 0000 Xxx) of the Fund.
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.
5. A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Fund as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
IN WITNESS WHEREOF, PIMCO CALIFORNIA MUNICIPAL INCOME FUND and PIMCO
ADVISORS L.P. 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 CALIFORNIA MUNICIPAL INCOME FUND
By:
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Name:
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Title:
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PIMCO ADVISORS L.P.
By:
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Name:
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Title:
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