ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
Fixed Income SHares
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 2, 2004
PIMCO Advisors Fund Management LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: FISH: Series R
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the "Trust")
and PIMCO Advisors Fund Management LLC (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consisting of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. FISH: Series R (the "New Fund") is a separate investment portfolio
of the Trust.
2. The Trust and the Adviser have entered into a Novation Agreement
dated February 26, 2002, pursuant to which the Adviser agreed to assume the
duties of Allianz Dresdner Asset Management of America L.P. (the "Prior
Adviser") under an Investment Advisory Agreement dated March 16, 2000 (as
novated and further amended from time to time, the "Agreement") between the
Prior Adviser and the Trust, to provide investment advisory and other services
specified in the Agreement, and the Adviser has accepted such employment.
3. As provided in paragraph 1 of the Agreement, the Trust hereby
appoints the Adviser to serve as Investment Adviser with respect to the New
Fund, and the Adviser accepts such appointment, the terms and conditions of such
employment to be governed by the Agreement, which is hereby incorporated herein
by reference.
4. The Adviser shall receive no investment advisory or other fee from
the Trust for the services provided on behalf of the New Fund under this
Addendum and the Agreement.
5. This Addendum and the Agreement shall take effect with respect to
the New Fund as of the date hereof, and shall remain in effect, unless sooner
terminated as provided in the Agreement and herein, with respect to the New Fund
for a period of two years following such date.
This Addendum and the Agreement shall continue thereafter on an annual basis
with respect to the New Fund provided that such continuance is specifically
approved at least annually (a) by vote of a majority of the Board of Trustees of
the Trust, or (b) by vote of a majority of the outstanding voting shares of the
New Fund, and provided continuance is also approved by vote of a majority of the
Board of Trustees of the Trust who are not parties to this Addendum or the
Agreement or "interested persons" (as defined in the 0000 Xxx) of the Trust, or
the Adviser, cast in person at a meeting called for the purpose of voting on
such approval. This Addendum and the Agreement may not be materially amended
with respect to the New Fund without a majority vote of the outstanding voting
shares (as defined in the 0000 Xxx) of the New Fund.
However, any approval of this Addendum and the Agreement by the holders
of a majority of the outstanding shares (as defined in the 0000 Xxx) of the New
Fund shall be effective to continue the Addendum and the Agreement with respect
to the New Fund notwithstanding (a) that this Addendum and the Agreement have
not been approved by the holders of a majority of the outstanding shares of any
other investment portfolio of the Trust or (b) that this Addendum and the
Agreement have not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise. The Agreement will terminate automatically with
respect to the services provided by the Adviser in the event of its assignment,
as that term in defined in the 1940 Act, by the Adviser.
This Addendum and the Agreement may be terminated:
(a) by the Trust at any time with respect to the services
provided by the Adviser, without the payment of any penalty, by vote of a
majority of the Board of Trustees of the Trust or by vote of a majority of the
outstanding voting shares of the Trust or, with respect to the New Fund, by vote
of a majority of the outstanding voting shares of the New Fund, on 60 days'
written notice to the Adviser, or by a vote of a majority of the Trustees of the
Trust who are not "interested persons" (as such term is defined in the 0000 Xxx)
of the Trust; or
(b) by the Adviser at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust.
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If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
Fixed Income SHares
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Title: Treasurer
ACCEPTED:
PIMCO Advisors Fund Management LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Executive Vice President
Notice
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The Trust's Agreement and Declaration of Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. This Addendum is
executed on behalf of the New Fund by an officer of the Trust as an officer and
not individually, and the obligations imposed upon the Trust by this Addendum
are not binding upon any of the Trust's Trustees, officers or shareholders
individually but are binding only upon the assets and property of the New Fund.
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