ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this 26th day of February, 2002 between
Fixed Income SHares (the "Trust"), a Massachusetts business trust, and PIMCO
Funds Advisors LLC (the "Administrator" or "PFA").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as an open-end management investment Company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest
("Shares") in separate series, with each such series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Trust has established multiple series, including FISH: Series
C and FISH: Series M (each a "Portfolio"); and
WHEREAS, the Trust wishes to retain PFA to provide administrative and other
services to the Trust with respect to the Portfolios in the manner and on the
terms hereinafter set forth; and
WHEREAS, PFA is willing to furnish such services in the manner and on the
terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints PFA as Administrator to provide
the administrative and other services with respect to the Portfolios for the
period and on the terms set forth in this Agreement. The Administrator accepts
such appointment and agrees during such period to render the services herein set
forth for the compensation herein provided.
In the event the Trust establishes and designates additional series with
respect to which it desires to retain the Administrator to render administrative
and other services hereunder, it shall notify the Administrator in writing. If
the Administrator is willing to render such services, it shall notify the Trust
in writing, whereupon such additional series shall become a Portfolio hereunder.
2. Duties. Subject to the general supervision of the Board of Trustees,
the Administrator shall provide all organizational, administrative and other
services reasonably necessary for the operation of the Portfolios other than the
investment advisory services provided by PFA pursuant to its Investment Advisory
Agreement with the Trust.
(a) Administrative Services. Subject to the approval or consent of the
Board of Trustees, the Administrator shall provide or procure, at the
Administrator's expense, services to include the following: (i)
coordinating matters relating to the operation of the Portfolios, including
any necessary coordination among the adviser or advisers to the Portfolios,
the custodian(s), transfer agent(s), dividend disbursing agent(s), and
recordkeeping agent(s) (including pricing and valuation of the Portfolios),
accountants, attorneys, and other parties performing services or
operational functions for the Portfolios; (ii) providing the Portfolios
with the services of a sufficient number of persons competent to perform
such administrative and clerical functions as are necessary to ensure
compliance with federal securities laws, as well as other applicable laws,
and to provide effective administration of the Portfolios; (iii)
maintaining, or supervising the maintenance by third parties, of such books
and records of the Trust and the Portfolios as may be required by
applicable federal or state law other than the records and ledgers
maintained under the Investment Advisory Agreement; (iv) preparing or
supervising the preparation by third parties of all federal, state, and
local tax returns and reports of the Portfolios required by applicable law;
(v) preparing, filing, and arranging for the distribution of proxy
materials and periodic reports to financial intermediaries investing in the
Portfolios as required by applicable law; (vi) preparing and arranging for
the filing of such registration statement and other documents with the SEC
and other federal and state regulatory authorities as may be required to
register the shares of the Portfolios and qualify the Trust to do business
or as otherwise required by applicable law; (vii) taking such other action
with respect to the Portfolios as may be required by applicable law,
including, without limitation, the rules and regulations of the SEC and of
state securities commissions and other regulatory agencies; and (viii)
providing the Portfolios with adequate personnel, office space,
communications facilities, and other facilities necessary for the
Portfolios' operations as contemplated in this Agreement.
(b) Other Services. Subject to the approval or consent of the Board of
Trustees, the Administrator shall also provide or procure on behalf of the
Trust and the Portfolios, and at the expense of the Administrator, the
following services to the Portfolios: (i) custodian services to provide for
the safekeeping of the Portfolios' assets; (ii) recordkeeping services to
maintain the portfolio accounting records for the Portfolios; (iii)
transfer agency services to maintain the portfolio accounting records for
the Portfolios; and (iv) dividend disbursing services for the Portfolios.
The services to be provided under (iii) and (iv) of this Section 2(b) shall
be commensurate with the level of services reasonably necessary for
institutional investors. The Trust may be a party to any agreement with any
person or persons engaged to provide the services referred to in this
Section 2(b).
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(c) Organizational Services. The Administrator shall provide the Trust
and the Portfolios, at the Administrator's expense, with the services
necessary to organize any Portfolios that commence operations on or after
the date of this Agreement so that such Portfolios can conduct business as
described in the Trust's Registration Statement.
(d) The Administrator shall also make its officers and employees
available to the Board of Trustees and officers of the Trust for
consultation and discussions regarding the administration of the Portfolios
and services provided to the Portfolios under this agreement.
(e) In performing these services, the Administrator:
(i) Shall conform with the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws and regulations,
with any applicable procedures adopted by the Trust's Board of Trustees,
and with the provisions of the Trust's Registration Statement filed on Form
N-1A as supplemented or amended from time to time.
(ii) Will make available to the Trust, promptly upon request, any
of the Portfolios' books and records as are maintained under this
Agreement, and will furnish to regulatory authorities having the requisite
authority any such books and records and any information or reports in
connection with the Administrator's services under this Agreement that may
be requested in order to ascertain whether the operations of the Trust are
being conducted in a manner consistent with applicable laws and
regulations.
(iii) Will regularly report to the Trust's Board of Trustees on
the services provided under this Agreement and will furnish the Trust's
Board of Trustees with respect to the Portfolios such periodic and special
reports as the Trustees may reasonably request.
3. Documentation. The Trust has delivered copies of each of the following
documents to the Administrator and will deliver to it all future amendments and
supplements thereto, if any:
(a) the Trust's Registration Statement as filed with the SEC and any
amendments thereto; and
(b) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
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4. Independent Contractor. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees of the Trust
from time to time, have no authority to act for or represent the Trust in any
way or otherwise be deemed its agent.
5. Compensation. The Trust shall pay no compensation to the Administrator
for the services rendered under this Agreement.
6. Non-Exclusivity. It is understood that the services of the
Administrator hereunder are not exclusive, and the Administrator shall be free
to render similar services to other investment companies and other clients.
7. Expenses. During the term of this Agreement, the Administrator will
pay all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are those of the Portfolios under this
Agreement. The Administrator shall pay for maintaining its staff and personnel
and shall, at its own expense provide the equipment, office space, and
facilities necessary to perform its obligations under this Agreement. In
addition, the Administrator shall, at its expense, furnish to the Trust:
(a) Services by the Trust's independent public accountants to perform
all audits;
(b) Services of the Trust's transfer agent(s), registrar, dividend
disbursing agent(s), and shareholder recordkeeping services;
(c) Services of the Trust's custodian, including any recordkeeping
services provided by the custodian;
(d) Services of obtaining quotations for calculating the value of each
Portfolio's net assets;
(e) Services of obtaining Portfolio Activity Reports for each
Portfolio;
(f) Services of maintaining the Trust's tax records;
(g) Services, including procurement of legal services, incident to
meetings of the Trust's shareholders, the preparation and mailing of
prospectuses and reports of the Trust to its shareholders, the filing of
reports with regulatory bodies, the maintenance of the Trust's existence
and qualification to do business, and the registration of shares with
federal and state securities authorities (except as described in subsection
(f) below);
(h) Procurement of ordinary legal services, including the services
that arise in the ordinary course of business for a Massachusetts business
trust registered as an open-end management investment company;
(i) Certificates representing shares of the Trust;
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(j) The Trust's pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or other insurance premiums;
(k) Association membership dues; and
(l) Services to organize and offer shares of the Trust and the
Portfolios.
The Trust shall bear the following expenses:
(a) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors,
stockholders, or employees of the Administrator or its subsidiaries or
affiliates;
(b) Taxes, if any, levied against the Trust or any of its Portfolios;
(c) Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for any of the Portfolios;
(d) Costs, including the interest expenses, of borrowing money;
(e) Fees and expenses of trustees who are not officers, employees, or
stockholders of PFA or its subsidiaries or affiliates, and the fees and
expenses of any counsel, accountants, or any other persons engaged by such
trustees in connection with the duties of their office with the Trust;
(f) Extraordinary expenses, including extraordinary legal expenses and
federal and state securities registration fees and expenses to the extent
authorized by the Trust's Board of Trustees, as may arise, including
expenses incurred in connection with litigation, proceedings, other claims
and the legal obligations of the Trust to indemnify its trustees, officers,
employees, shareholders, distributors, and agents with respect thereto;
(g) Organizational and offering expenses of the Trust and the
Portfolios to the extent authorized by the Trust's Board of Trustees, and
any other expenses which are capitalized in accordance with generally
accepted accounting principles; and
(h) Any expenses allocated or allocable to a specific Portfolio,
including fees paid pursuant to an administrative services or distribution
plan.
8. Liability. The Administrator shall give the Trust the benefit of the
Administrator's best efforts in rendering services under this Agreement. The
Administrator may rely on information reasonably believed by it to be accurate
and reliable. As an inducement for the Administrator's undertaking to render
services under this Agreement, the Trust agrees that neither the Administrator
nor its members, officers, directors, or employees shall be subject to any
liability for, or any damages, expenses or losses incurred in connection with,
any act or omission or mistake in judgment connected with or arising out of any
services rendered under
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this Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in performance of the Administrator's duties, or by reason of
reckless disregard of the Administrator's obligations and duties under this
Agreement. This provision shall govern only the liability to the Trust of the
Administrator and that of its members, officers, directors, and employees, and
shall in no way govern the liability to the Trust or the Administrator or
provide a defense for any other person, including persons that provide services
for the Portfolios as described in Section 2(b) or (c) of this Agreement.
9. Term and Continuation. This Agreement shall take effect as of the date
hereof, and shall remain in effect, unless sooner terminated as provided herein,
until two years from the date of this Agreement, and shall continue thereafter
on an annual basis with respect to each Portfolio, provided that such
continuance is specifically approved at least annually (a) by the 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 Portfolios, and provided continuance is
also approved by the vote of a majority of the Board of Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of the Trust, or PFA, cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated:
(a) by the Trust at any time with respect to the services provided by
the Administrator by vote of (1) a majority of the Trustees of the Trust;
(2) 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 PFA; or
(3) a majority of the outstanding voting shares of the Trust or, with
respect to a particular Portfolio, by vote of a majority of the outstanding
voting shares of such Portfolio, on 60 days' written notice to the
Administrator; and
(b) by the Administrator at any time, without the payment of any
penalty, upon 60 days' written notice to the Trust.
10. Use of Name. It is understood that the name "PIMCO Funds Advisors" or
any derivative thereof or logo associated with those names are the valuable
property of PFA and its affiliates.
11. Notices. Notices of any kind to be given to the Administrator by the
Trust shall be in writing and shall be duly given if mailed or delivered to the
Administrator at 1345 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000, or to
such other address or to such individual as shall be specified by the
Administrator. Notices of any kind to be given to the Trust by the Administrator
shall be in writing and shall be duly given if mailed or delivered to 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to such other address or to
such individual as shall be specified by the Trust.
12. Trust Obligation. A copy of the Trust's Agreement and Declaration of
Trust, as amended, is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that the Agreement has been executed
on behalf of the Trust by trustees of
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the Trust in their capacity as trustees and not individually. The obligations of
this Agreement shall only be binding upon the assets and property of the Trust
and shall not be binding upon any trustee, officer, or shareholder of the Trust
individually.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
14. Miscellaneous.
(a) This Agreement shall be governed by the laws of The Commonwealth
of Massachusetts, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this agreement shall be deemed to be severable. To the extent that any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise with regard to any party hereunder,
such provisions with respect to other parties hereto shall not be affected
thereby.
(c) The captions in this Agreement are included for convenience only
and in no way define any of the provisions hereof or otherwise affect their
construction or effect.
(d) This Agreement may not be assigned by the Trust or the
Administrator without the consent of the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
FIXED INCOME SHARES
By: ____________________________
Title:
PIMCO FUNDS ADVISORS LLC
By: ____________________________
Title:
