Exhibit k.2
ORGANIZATIONAL AND
OFFERING EXPENSES REIMBURSEMENT AGREEMENT
AGREEMENT made this 17th day of September, 2002, by and between PIMCO
MUNICIPAL INCOME FUND III, a Massachusetts business trust (the "Fund"), and
PIMCO FUNDS ADVISORS LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Fund and the Adviser have separately entered into an
Investment Management Agreement dated September 17, 2002 (the "Management
Agreement") and a Fee Waiver Agreement dated September 17, 2002 (the "Waiver
Agreement");
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. The Adviser agrees to reimburse the Fund for expenses incurred by the Fund
in connection with the organization of the Fund if the initial public
offering is not completed. The Adviser also agrees that if the initial
public offering occurs, the Adviser will bear the organizational expenses
and the costs of the initial offering of common shares of beneficial
interest of the Fund ("shares") to the extent such organizational and
offering expenses exceed $0.03 per share. The expenses for which the Fund
is being reimbursed pursuant to this Agreement do not include (i)
Management Fees payable by the Fund pursuant to the terms of the Management
Agreement, as such may be modified by the Waiver Agreement, and (ii) any
sales load or underwriting discount paid by shareholders.
2. This Agreement may be terminated only by the 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, and (b) a majority of the outstanding
voting securities of the Fund.
3. 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.
4. The Fund's Amended and Restated Agreement and Declaration of Trust is on
file with the Secretary of State of the Commonwealth of Massachusetts. This
Agreement is executed on behalf of the Fund by the Fund's officers as
officers and not individually and the obligations imposed upon the Fund by
this Agreement are not binding upon any of the Fund's Trustees, officers or
shareholders individually but are binding only upon the assets and property
of the Fund.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed on the day and year above written.
PIMCO MUNICIPAL INCOME FUND III
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
PIMCO FUNDS ADVISORS LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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