EXHIBIT 10.18(E)
THIRD AMENDMENT TO
THE THOMSON ADVISORY GROUP 401(k)
SAVINGS AND INVESTMENT PLAN
WHEREAS, Thomson Advisory Group L.P. (TAG) sponsors the Thomson Advisory
Group 401(k) Savings and Investment Plan (the Plan); and
WHEREAS, TAG will change its name to PIMCO Advisors L.P. on November 15,
1994 (the Closing Date); and
WHEREAS, the Board is desirous of amending the Plan to reflect impending
changes in the Plan; and
WHEREAS, certain equity subsidiaries and subpartnerships of PIMCO
Advisors L.P. will also adopt the Plan for the benefit of their employees; and
WHEREAS, it is intended that the Plan participants who are employees of
adopting employers on or after the closing date will receive credit for
eligibility and vesting service with respect to certain employment with their
predecessor employers; and
WHEREAS, it is intended that the investment funds offered to
participants will be changed; and
WHEREAS, it is intended that other changes will be made to the Plan as
set forth in this amendment;
NOW, THEREFORE, BE IT RESOLVED by the Board that the Plan be and it
hereby is amended effective as of November 15, 1994, except as otherwise
indicated, in the following respects, to wit:
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1. The name of the Plan shall be changed to PIMCO Advisors 401(k) Savings and
Investment Plan wherever it appears.
2. Section 1.06 of Article 1 of the Plan shall be amended by deletion of the
phrase "The Board of Directors of Thomson Advisory Group Inc. and the
substitution of the phrase "The Equity Board of PIMCO Advisors L.P." in its
place therein.
3. Section 1.07 of Article 1 of the Plan shall be amended by replacing the word
"Company" where it appears in that Section with "The Unit Incentive
Committee of PIMCO Advisors L.P.".
4. Section 1.08(b) of Article 1 of the Plan shall be amended in its entirety so
that it reads as follows:
"(b) Columbus Circle Investors, Parametric Portfolio Associates, NFJ
Investment Group, Cadence Capital Management, Blairlogie Capital
Management (US office), PIMCO Advisors Distribution Company (formerly
named Thomson Investor Services Inc.; and any other business entity
which duly adopts the Plan with the approval of the Board of
Directors."
5. The second sentence of Section 1.26(a) of Article 1 of the Plan shall be
amended in its entirety so that it reads as follows:
"For purposes of eligibility and vesting, employees of Thomson
Advisory Group L.P., Thomson Investor Services Inc., Pacific Financial
Asset Management Corporation, Pacific Mutual Life Insurance Company or
Pacific Investment Management Company or any of their subsidiaries
(hereinafter referred to as Predecessor Employers) on November 15,
1994 who are or become Eligible
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Employees on or after November 15, 1994 shall receive Service for
eligibility with respect to this period of employment with a
Predecessor Employer for the period beginning on the later of the
date such Eligible Employee was employed by a Predecessor Employer or
January 1, 1989."
6. Article 1 of the Plan shall be amended by adding the following sections:
"1.31 Cadence Capital Management
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A Delaware general partnership formed by Thomson Advisory Group L.P.
and one of its subsidiaries.
1.32 Columbus Circle Investors
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A Delaware general partnership formed by Thomson Advisory Group L.P.
and one of its subsidiaries.
1.33 NFJ Investment Group
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A Delaware general partnership formed by Thomson Advisory Group L.P.
and one of its subsidiaries.
1.34 Parametric Portfolio Associates
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A Delaware general partnership formed by Thomson Advisory Group L.P.
and one of its subsidiaries.
1.35 Blairlogie Capital Management (US Office)
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The United States office of Blairlogie Capital Management a United
Kingdom limited partnership.
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1.36 Thomson Advisory Group L.P.
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A Delaware limited partnership which is the sponsor of the Plan and
the name of which will be changed to PIMCO Advisors L.P.
1.37 Thomson Advisory Group Inc.
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A Delaware corporation which was the general partner of Thomson
Advisory Group L.P. until the closing of the consolidation of the
business of Thomson Advisory Group L.P. and certain of the investment
advisory businesses of Pacific Financial Asset Management
Corporation.
1.38 Thomson Investor Services Inc.
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A Delaware corporation and an affiliate of Thomson Advisory Group
L.P. and the name of which will be changed to PIMCO Advisors
Distribution Company.
1.39 Pacific Financial Asset Management Corporation
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A California corporation which is consolidating certain of its
businesses with Thomson Advisory Group L.P.
1.40 Pacific Mutual Life Insurance Company
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A California insurance company which is the indirect parent of
Pacific Financial Asset Management Corporation.
1.41 Pacific Investment Management Company
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A California corporation and an indirect subsidiary of Pacific Mutual
Life Insurance Company."
7. Section 2.01(a) of Article 2 of the Plan shall be restated in its
entirety to read as follows:
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"(a) Each Eligible Employee on November 15, 1994 who was a Participant of
the Plan on November 14, 1994 shall continue as a Participant."
8. Section 2.01(b) of Article 2 of the Plan shall be amended by the addition
of the phrase "November 15, 1994 or" before the word "January" where it
appears in that subsection.
9. Section 3.01 of Article 3 of the Plan shall be amended by deletion of
"1%" and the substitution of "2%" in its place therein.
10. Effective January 1, 1995 Section 3.03(a) of Article 3 of the Plan shall be
amended in its entirety to read as follows:
"(a) Matching Contributions - Effective January 1, 1995, the Matching
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Contribution will be 100% of the Participant's Elective Deferral
Contributions each payroll period which do not exceed 6% of the
Participant's Compensation for each payroll period. Only Elective
Deferral Contributions which are not required to be restricted under
Sections 3.02, 4.01 or 4.02 shall be matched. No Matching Contribution
will be provided in excess of the limitations under Subsections
4.02(b) and (c)."
11. Section 3.03(d) of Article 3 of the Plan shall be amended by deletion of
the phrase "$200,000 limit (as indexed) imposed by Code Section 401(a)(17)"
and the substitution of the phrase "$150,000 as adjusted in accordance with
Section 401(a)(17)(B) of the Code" in its place therein.
12. A new sentence shall be added at the end of Section 3.03(d) which shall
read as follows:
"For purposes of satisfying the 1,000 hour requirement for the Plan
Year ending December 31, 1994, hours of employment with Thomson
Advisory Group L.P.,
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Thomson Investor Services Inc., Pacific Financial Asset Management
Corporation, Pacific Mutual Life Insurance Company or Pacific
Investment Management Company or any of their subsidiaries earned for
the period beginning January 1, 1994 and ending November 15, 1994
shall be counted."
13. Section 5.02(a) of Article 5 of the Plan shall be amended by the deletion
of "10%" and the substitution of " 1% " in its place therein.
14. Section 5.02(c) of Article 5 of the Plan shall be amended by deletion of
"10%" and the substitution of " 1% " in its place therein.
15. Section 5.03 of the Plan is hereby amended in its entirety to read as
follows:
"5.03 Investment Funds
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The Trust Fund shall be divided into such investment funds as
designated by the Committee from time to time and approved by the Trustee for
the investment of all Accounts, which shall be administered as a unit. Such
investment funds may include mutual funds for which the Company of any of its
affiliates acts as the investment advisor."
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