PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
Unanimous Written Consent of Directors
The Undersigned, being all of the directors of PIMCO Commercial
Mortgage Securities
Trust, Inc., a Maryland corporation (the "Company"), acting
pursuant to Article III, Section 8 of
the Company's Bylaws, hereby consent to the taking of the
following action and the adoption of
the following resolution without a meeting, such action and
resolution to have the same force and
effect as though duly taken and adopted at a meeting of the Board
of Directors (the "Board")of
the Company duly called and legally held:
WHEREAS, Article II, Section 2 of the Company's Bylaws provides
for an annual
shareholder meeting for the election of directors and the
transaction of such other
business as may properly come before the meeting, such meeting to
be held at such time
and place as the Board shall select between March 1.5'and April
15*; and
WHEREAS, the Board, having considered all pertinent factors, has
determined that the
Company's Bylaws shall be amended to allow for an annual
shareholder meeting for the
election of directors-and the transaction of such other business
as may properly come
before the meeting to be held at such time and place as the Board
shall select between
March 1" and March 3 1 St, such change to be effective only for
the Year 2000; therefore, it
is hereby
RESOLVED, that Article II, Section 2 of the Company's Bylaws be,
and hereby is,
amended and restated to read as follows:
An annual meeting of stockholders for the election of Directors
and transaction of such other buqiness as may properly come
before the meeting shall be held at such time and place within the
United States as the Board of Directors shall select between March
15*and April lS*, except that for the Year 2000, such annual
meeting of stockholders shall be held at such time and place
within
the United States as the Board of Directors shall select between
March 1 St and March 3 1 st.
This consent may be executed in multiple counterparts, which
together shall constitute a
single document.
132094.1.03
