Establishment and Designation of
Additional Series of Shares of Beneficial Interest,
Par Value $0.01 Per Share, of
PIMCO Funds
(formerly Pacific Investment Management Institutional Trust)
RESOLVED, pursuant to Sections 5.11 and 5.13 of the Amended and
Restated Declaration of Trust of PIMCO Funds (formerly the Pacific Investment
Management Institutional Trust) (the "Trust") dated March 31, 2000,
("Declaration"), the shares of beneficial interest of the Trust shall be divided
into three additional separate Series (the "Series").
FURTHER RESOLVED, that the Series hitherto established and designated
as follows:
PIMCO European Convertible Fund
PIMCO Asset-Backed Securities Portfolio (series in the Private
Account Portfolio Series)
PIMCO Asset-Backed Securities Portfolio II (series in the
Private Account Portfolio Series)
shall have the following special and relative rights:
1. The PIMCO European Convertible Fund shall issue its shares of
beneficial interest with respect to six separate classes: Class A, Class B,
Class C, Class D, Institutional Class and Administrative Class; and PIMCO
Asset-Backed Securities and PIMCO Asset-Backed Securities II Portfolios shall
issue there shares of beneficial interest in institutional shares only.
2. The Series shall be authorized to invest in cash, securities,
instruments and other property as described from time to time in the offering
materials of the Series ("Eligible Portfolio Instruments"). Each share of
beneficial interest of the Series ("Share") shall be redeemable, shall be
entitled to one vote (or fraction thereof in respect of a fractional Share) on
matters on which Shares of the Series shall be entitled to vote, shall represent
a pro rata beneficial interest in the assets allocated to the Series, and shall
be entitled to receive its pro rata share of net assets of the Series upon
liquidation of the Series, all as provided in the Declaration.
3. Shares of the Series shall be subject to such selling restrictions,
restrictions as to transfer or other terms as shall be established by the
Trustees and described in the offering materials for the Series.
4. Each Series may pursue its investment objective directly by
investment in Eligible Portfolio Instruments or indirectly by investment in one
or more underlying investment vehicles or funds that in turn invest in Eligible
Portfolio Instruments and whose shares may be offered to other parties as well
as to the Series.
<PAGE>
5. Shareholders of the Series shall vote separately as a class on any
matter, except, consistent with the Investment Company Act of 1940, as amended
("the Act"), the rules thereunder, and the offering materials of each Series,
with respect to (i) the election of Trustees, (ii) any amendment of the
Declaration, unless the amendment affects fewer than all classes of Shares, in
which case only shareholders of the affected classes shall vote, and (iii)
ratification of the selection of auditors, and except when the Trustees have
determined that the matter affects only the interests of shareholders of a
particular Series of the Trust, in which case only the shareholders of such
Series shall be entitled to vote thereon. In each case of separate voting, the
Trustees shall determine whether, for the matter to be effectively acted upon
within the meaning of Rule 18f-2 under the Act (or any successor rule) as to a
Series, the applicable percentage (as specified in the Declaration, or the Act
and the rules thereunder) of the shares of that Series alone must be voted in
favor of the matter, or whether the favorable vote of such applicable percentage
of the shares of each Series entitled to vote on the matter is required.
6. The assets and liabilities of the Trust shall be allocated among the
Series of the Trust as set forth in Section 5.11 of the Declaration, except that
only the preexisting Series shall bear their allocable portion of the remaining
unamortized costs incurred and payable in connection with their organization and
registration; costs of establishing the Series and of the registration and
public offering of their Shares shall be amortized for such Series over the
period beginning on the date such costs become payable and ending sixty months
thereafter, or such earlier date as is required by applicable law, rule or
accounting standard or principle.
7. The Trustees shall have the right at any time and from time to time
to reallocate assets and expenses or to change the designation of each Series
hereby created, or to otherwise change the special and relative rights of each
Series, provided that such change shall not adversely affect the rights of the
Shareholders of each Series.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument the
_____ day of ______________, 2000.
____________________________
Guilford C. Babcock
____________________________
R. Wesley Burns
____________________________
E. Philip Cannon
____________________________
Vern O. Curtis
____________________________
J. Michael Hagan
____________________________
Brent R. Harris
____________________________
Thomas P. Kemp, Sr.
___________________________
William J. Popejoy
