SUPPLEMENT TO DISTRIBUTION CONTRACT
Fixed Income SHares
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April 2, 2004
PIMCO Advisors Distributors LLC
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Re: FISH: Series R
Ladies and Gentlemen:
This will confirm the agreement between the undersigned (the "Trust")
and PIMCO Advisors Distributors LLC (formerly known as PIMCO Funds Distributors
LLC) (the "Distributor") 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 Distributor have entered into a Distribution
Contract (the "Contract") dated March 15, 2000, pursuant to which the
Distributor has agreed to be the distributor of shares of beneficial interest in
the Trust.
3. In accordance with paragraph 1 of the Contract, the Trust and the
Distributor hereby designate the New Fund as an additional investment portfolio
to which the Contract pertains and adopt the Contract with respect to the New
Fund, the terms and conditions of the Contract being hereby incorporated herein
by reference.
4. This Supplement and the Contract shall become effective with respect
to the New Fund on the date hereof and shall remain in full force and effect
continuously as to the New Fund (unless terminated automatically as set forth in
Section 16 of the Contract) until terminated:
(a) Either by the New Fund or the Distributor by not more than sixty
(60) days' nor less than thirty (30) days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party; or
(b) Automatically as to the New Fund at the close of business one year
from the date hereof, or upon the expiration of one year from the effective date
of the last continuance of the Contract, whichever is later, if the continuance
of the Contract is not specifically approved at least annually by the Trustees
of the Trust or the shareholders of the New Fund by the
affirmative vote of a majority of the outstanding shares of the New Fund, and by
a majority of the Trustees of the Trust who are not "interested persons" of the
Trust (as such term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) and who have no direct or indirect financial interest in the
Contract by vote cast in person at a meeting called for the purpose of voting on
such approval.
Action by the New Fund under (a) above may be taken either (i) by vote
of the Trustees of the Trust, or (ii) by the affirmative vote of a majority of
the outstanding shares of the New Fund. The requirement under (b) above that the
continuance of this Contract be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
Termination of this Supplement and the Contract pursuant to this
section shall be without the payment of any penalty.
If the Contract is terminated or not renewed with respect to the New
Fund or any other investment portfolio, it may continue in effect with respect
to any investment portfolio or class thereof as to which it has not been
terminated (or has been renewed).
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If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
Fixed Income SHares
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Treasurer
ACCEPTED:
PIMCO Advisors Distributors LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: 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 Supplement 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 Supplement
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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