NOVATION OF INVESTMENT ADVISORY 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, Fixed Income SHares
(the "Trust"), a Massachusetts business trust, and PIMCO Funds Advisors LLC
("PFA"), a Delaware limited liability company.
WHEREAS, pursuant to an Investment Advisory Agreement dated March 16, 2000
(as from time to time amended or supplemented, the "Advisory Agreement"), the
Trust has retained XXXX to provide investment advisory services to the various
series of the Trust;
WHEREAS, XXXX and PFA are 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 Trust's
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 (the "1940 Act"); and
WHEREAS, XXXX desires to affect a novation of the Advisory 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 the Trust 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 Advisory Agreement to substitute
PFA for XXXX as party to such agreement (the "Novation"), the Trust hereby
consents to such Novation and hereby releases XXXX from all of its duties and
obligations under the Advisory Agreement, and PFA hereby accepts the Novation
and hereby releases XXXX from all of its duties and obligations under the
Advisory 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 the Trust pursuant to the Advisory Agreement shall be assigned
to PFA, subject to the terms and conditions contained herein and subject to
amendment by mutual agreement of PFA and the Trust.
2. Term. The Novation shall become effective on the date hereof and shall
extend for so long as the terms specified in Section 11 of the Advisory
Agreement are satisfied or until terminated in accordance with said Section 11.
3. No Termination. The parties agree that the Novation shall not
constitute an "assignment" of the Advisory Agreement for purposes of Section 11
of the Advisory Agreement or the 1940 Act, and that the Advisory Agreement, as
so novated, shall remain in full force and effect after the Novation.
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:
FIXED INCOME SHARES
By:______________________
Name:
Title:
PIMCO FUNDS ADVISORS LLC
By:______________________
Name:
Title:
