<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC", FILED IN THIS OFFICE
ON THE THIRTEENTH DAY OF MAY, A.D. 1997, AT 4 O'CLOCK P.M.
[SEAL]
/s/ Edward J. Freel
-----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION:
06-23-00
DATE:
<PAGE>
[LETTERHEAD]
SECOND AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC
Nicholas-Applegate Institutional Invetors Fund, LLC, a Delaware limited
liability company (the "Company"), pursuant to the Delaware Limited Liability
Company Act 6 DEL. C. Section 18-202, hereby certifies that:
The certificate of formation of this Company be amended to add
Article 6 which shall read in its entirety as follows:
6. In accordance with the Operating Agreement of the Company, the
following Series of interests in the Company have been established
and designated:
(a) Nicholas-Applegate Global Bond Series;
(b) Nicholas-Applegate International Bond
Series;
(c) Nicholas-Applegate Select International
Bond Series;
(d) Nicholas-Applegate Select High Yield
Bond Series; and
(e) Nicholas-Applegate Small Cap Emerging
Countries Series.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed and attested by Michael Glazer, an authorized natural person, this 13th
day of May, 1997.
By: /s/ Michael Glazer
--------------------------------
Name: Michael Glazer
Title: Authorized Person
<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC", FILED IN THIS OFFICE
ON THE SIXTH DAY OF JULY, A.D. 1999, AT 6 O'CLOCK P.M.
[SEAL]
/s/ Edward J. Freel
-----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION:
06-23-00
DATE:
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC
Nicholas-Applegate Institutional Investors Fund, LLC, a Delaware
limited liability company (the "Company"), pursuant to the Delaware Limited
Liability Company Act, 6 DEL. C. Section 18-202, hereby certifies that:
The Certificate of Formation of this Company be amended by striking
Article 6 in its entirety and replacing it with the following:
6. In accordance with the Operating Agreement of the Company, the
following Series of interests in the Company have been established
and designated:
(a) Nicholas-Applegate Global Bond Series;
(b) Nicholas-Applegate International Bond Series;
(c) Nicholas-Applegate Select International Bond Series;
(d) Nicholas-Applegate Select High Yield Bond Series;
(e) Nicholas-Applegate Small Cap Emerging Countries Series;
(f) Nicholas-Applegate Emerging Countries Series; and
(g) Nicholas-Applegate International Core Growth Series.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed, this 6th day of July, 1999.
NICHOLAS-APPLEGATE INSTITUTIONAL
INVESTORS FUND, LLC
By: Nicholas-Applegate Management Company, L.P.,
Manager
By: Nicholas-Applegate Capital Management Holdings,
L.P., General Partner
By: Nicholas-Applegate Capital Management Holdings,
Inc., General Partner
By: /s/ E. Blake Moore
----------------------------
E. Blake Moore, Secretary
<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC" IS DULY FORMED
UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-THIRD DAY
OF JUNE, A.D. 2000.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "NICHOLAS-APPLEGATE
INSTITUTIONAL INVESTORS FUND, LLC" WAS FORMED ON THE TENTH DAY OF FEBRURARY,
A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO
DATE.
[SEAL]
/s/ Edward J. Freel
-----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
0518636
AUTHENTICATION:
06-23-00
DATE:
<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION
OF "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS TRUST, LLC", FILED IN THIS OFFICE
ON THE TENTH DAY OF FEBRURAY, A.D. 1997, AT 5 O'CLOCK P.M.
[SEAL]
/s/ Edward J. Freel
-----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
0519973
AUTHENTICATION:
06-23-00
DATE:
<PAGE>
CERTIFICATE OF FORMATION
OF
NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS TRUST, LLC
THE UNDERSIGNED, acting as an authorized signatory pursuant to Section
18-204 of the Delaware Limited Liability Company Act (the "Delaware Act")
certifies that:
1. The name of the limited liability company is "Nicholas-Applegate
Institutional Investors Trust, LLC" (the "Company").
2. The purpose of the Company is to engage in any lawful act or
activity for which a limited liability company may be organized under the
Delaware Act.
3. The address of the Company's registered office in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Company's registered agent at
such address is The Corporation Trust Company.
4. In furtherance and not in limitation of the powers conferred by
statute, the Company shall be governed by a limited liability company agreement.
5. Notice is hereby given that pursuant to Section 18-215 of the
Delaware Act, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to any particular series of
the limited liability company interests shall be enforceable against the assets
of such series only and not the assets of the Company or the assets of any
other series.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
of Nicholas-Applegate Institutional Investors Trust, LLC this 7th day of
February, 1997.
By: /s/ Michael Glazer
--------------------------------
Name: Michael Glazer
Title: Authorized Signatory
<PAGE>
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS TRUST, LLC", CHANGING ITS NAME
FROM "NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS TRUST, LLC" TO
"NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS FUND, LLC", FILED IN THIS OFFICE
ON THE THIRTEENTH DAY OF FEBRURARY, A.D. 1997, AT 9 O'CLOCK A.M.
[SEAL]
/s/ Edward J. Freel
-----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
0519974
AUTHENTICATION:
06-23-00
DATE:
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
NICHOLAS-APPLEGATE INSTITUTIONAL INVESTORS TRUST, LLC
Nicholas-Applegate Institutional Investors Trust, LLC, a Delaware
limited liability company (the "Company"), pursuant to the Delaware Limited
Liability Company Act, 6 DEL. C. Section 18-202, hereby certifies that:
The certificate of formation of this Company be amended by striking
Article 1 in its entirety and replacing its with the following:
1. The name of the Limited Liability Company is "Nicholas-Applegate
Institutional Investors Fund, LLC".
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed and attested by Michael Glazer, an authorized natural person, this 12th
day of February, 1997.
By: /s/ Michael Glazer
--------------------------------
Name: Michael Glazer
Title: Authorized Person
