<PAGE>

               Action by Written Consent of General Partners of

                              PIMCO Advisors L.P.


     This Action by Written Consent of the General Partners of PIMCO Advisors
L.P. (this "Consent") is made by PIMCO Advisors Holdings L.P., a Delaware
limited partnership ("Holdings"), and PIMCO Partners, G.P., a California general
partnership ("PGP" and together with Holdings, the "General Partners"), as the
General Partners of PIMCO Advisors L.P., a Delaware limited partnership (the
"Partnership"), effective as of July 1, 1999 (the "Effective Date").

     WHEREAS, PGP and Holdings are the General Partners of the Partnership (as
such term is defined in the Amended and Restated Agreement of Limited
Partnership of PIMCO Advisors L.P. dated June 30, 1999 (as the same may be
amended or modified from time to time, the "Partnership Agreement") (all
capitalized terms used in this Consent and not otherwise defined herein having
the definitions set forth in the Partnership Agreement));

     WHEREAS, Section 4.2 of the Partnership Agreement permits the General
Partners by a Written Consent to create a class or series of Units or other
Equity Securities of the Partnership and to specify the designations,
preferences and relative participating, optional or other special rights, powers
and duties of a newly-created series of Tracking Units; and

     WHEREAS, General Partners have determined it to be in the best interests of
the Partnership and its partners to create a new series of Tracking Units and to
specify the designations, preferences and relative participating, optional or
other special rights, powers and duties a new series of Tracking Units, to be
designated the "Class D Units" of limited partnership interest of the
Partnership (the "Class D Units"), which shall reflect a specified percentage
interest in the Operating Profit Available for Distribution of the PIMCO Equity
Advisors division of the Partnership;

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted in
the Partnership Agreement there is hereby created and established a new series
of Tracking Units of the Partnership to be designated the "Class D Units" of
limited partnership interest; and

     RESOLVED, FURTHER, that the Management Board of the Partnership, or its
Delegate(s), be, and hereby is, authorized to issue Class D Units to such
employees of the Partnership on such terms, and for such consideration, as it
may deem to be in the best interests of the Partnership and its partners; and

     RESOLVED, FURTHER, the Class D Units shall have the designations,
preferences and relative participating, optional or other special rights, powers
and duties set forth below:
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          DESIGNATION OF RIGHTS AND PREFERENCES OF THE CLASS D UNITS

            OF LIMITED PARTNERSHIP INTEREST IN PIMCO ADVISORS L.P.


     Section 1.   Number of Units and Designation.  This series of Tracking
Units shall be designated as the Class D Units of limited partnership interest
(the "Class D Units"), and the number of Units constituting such series shall be
Ten Thousand (10,000).

     Section 2.   Definitions.  For purposes of the Class D Units, the
following terms shall have the meanings indicated below.  All other capitalized
terms used herein shall have meanings set forth in the Partnership Agreement.

             Class D Unit shall mean an LP Unit having those special rights and
obligations specified in this Consent as being appurtenant to a "Class D Unit"
and shall include all LP Units issued by the Partnership which are designated as
"Class D Units" pursuant to Section 4.3 of the Partnership Agreement.

             Class D Carryover Amount shall mean, with respect to each Class D
Unit and with respect to each fiscal quarter or Short Period ending after
September 30, 1999, the positive amount, if any, by which (i) the Class D
Quarterly Distribution Amount for the immediately preceding fiscal quarter
exceeded (ii) the amount distributed with respect to each Class D Unit for such
immediately preceding fiscal quarter.

             Class D Quarterly Distribution Amount shall mean, with respect to
each issued and outstanding Class D Unit and with respect to each fiscal quarter
ending after June 30, 1999, the sum of (i) one-ten thousandth (0.0001) (subject
to adjustment in the case of a Recapitalization affecting the Class D Units) of
the Separate PEA Operating Profit Available for Distribution for such fiscal
quarter plus (ii) any Class D Carryover Amount applicable to such issued and
outstanding Class D Unit with respect to such fiscal quarter. With respect to
any Short Period ending after June 30, 1999, the Class D Quarterly Distribution
Amount shall mean, with respect to each issued and outstanding Class D Unit and
with respect to such Short Period, the sum of (i) one-ten thousandth (0.0001)
(subject to adjustment in the case of a Recapitalization affecting the Class D
Units) of the Separate PEA Operating Profit Available for Distribution for such
Short Period plus (ii) any Class D Carryover Amount applicable to such Class D
Unit with respect to such Short Period.

             Exchange Date is defined in Section 4(d).

             Exchange Notice is defined in Section 4(f).

             Exchange Rate is defined in Section 4(b).

             Partnership Agreement shall mean the Amended and Restated Agreement
of Limited Partnership of PIMCO Advisors L.P. dated June 30, 1999, as the same
may be amended or restated from time to time.

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             PEA Division shall mean the PIMCO Equity Advisors division of the
Partnership, as the same may be constituted from time to time.

             Separate PEA Operating Profit Available for Distribution shall
mean, for any period, that portion (if any) of the Operating Profit Available
for Distribution of the Partnership properly allocable to the PEA Division,
determined in accordance with such conventions as shall reasonably be adopted by
the Partnership from time to time.

             Transaction shall mean a merger or consolidation to which the
Partnership is a party, a sale of all or substantially all of the Partnership's
assets, an exchange of all or substantially all of the outstanding units in the
Partnership, or an event which results in a change of control of the Partnership
or Holdings, in each case as a result of which the Class D Units are exchanged
for or converted into cash, securities or other property.

     Section 3.   Distributions.

     With respect to each fiscal quarter following the issuance of the Class D
Units, the Partnership shall distribute to Unitholders holding Class D Units,
from the Distributable Cash of the Partnership for such quarter, an amount in
cash, pro rata in accordance with their Class D Units, until the cash
distributions made pursuant to this Section 3 with respect to each Class D Unit
equals the Class D Quarterly Distribution Amount.  Such distributions shall be
made to Class D Unitholders of record at such times and in such manner as set
forth in the Partnership Agreement.

     Section 4.   Exchange for Class A Units.

             (a)  Class D Units shall be exchanged for Class A Units (or such
other securities or property as the General Partners may determine in accordance
with Section 4(c) hereof) at the Exchange Rate, in accordance with the
procedures specified herein, (i) under such circumstances, and subject to such
terms and conditions, as may be specified by the Partnership in connection with
an issuance of Class D Units, or (ii) at the election of the General Partners or
their Delegate(s), in their sole discretion and without the consent or approval
of any Unitholder, (x) on or after ten (10) years from the date of issuance, or
(y) in connection with a sale by PIMCO Advisors of all or substantially all of
the assets comprising the PEA Division. The rights of the General Partners under
Section 11.4 of the Partnership Agreement shall have no application to the Class
D Units.

             (b)  The "Exchange Rate" applicable to the Class D Units shall
mean the number of Class A Units for which each Class D Unit shall be
exchangeable, determined as follows:

             Each Class D Unit shall be exchangeable for that number of Class A
Units equal to:

                  (i)     One ten-thousandth (0.0001) (subject to adjustment in
the case of a Recapitalization affecting the Class D Units) of the Separate PEA
Operating Profit Available for Distribution for the four most recently ended
fiscal quarters for which published financial statements of the Partnership are
then available;

                                       3
<PAGE>

                  divided by

                  (ii)    The Operating Profit Available for Distribution of
the Partnership allocable to the Class A Units per Class A Unit for the four
most recently ended fiscal quarters for which published financial statements of
the Partnership are then available.

             For purposes of such computation, the financial statements of the
Partnership and Operating Profit Available for Distribution used as the basis of
such computation shall be adjusted to give pro forma effect to any acquisitions,
dispositions or other similar events taking place during that period, as if such
events occurred on or prior to the first day of the earliest quarter used as a
basis for the computation.

             (c)  (i)     Except as provided in (ii) below, in the event that
the General Partners determine that any distribution (whether in the form of
cash, partnership interests, other securities, or other property),
Recapitalization, Transaction, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Partnership or exchange of Class A Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Class A Units or other securities of the Partnership, or other
transaction or event affecting the Partnership or any Public General Partner, in
the General Partners' sole discretion, affects the Class D Units such that an
adjustment is determined by the General Partners to be appropriate in order to
prevent diminution or enlargement of the benefits or potential benefits intended
to be made available with respect to the exchange of the Class D Units for Class
A Units, then the General Partners shall, in such manner as they may deem
equitable, adjust any or all of the number and kind of Class A Units or other
securities or property for which the Class D Units may be exchanged.

                  (ii)    In the event that the Partnership or its partners are
party to a transaction which results in neither the Partnership nor any of its
General Partners being a Public Company (a "Going Private Transaction"), the
Class D Units shall become exchangeable for an amount of cash, or other
securities convertible into, exchangeable for or settled in cash, to be
determined by multiplying (a) the amount in Section 4(a)(i) in effect at the
time of the exchange by (b) the Transaction Multiple. For these purposes, the
"Transaction Multiple" shall be the implied multiple on the Operating Profit
Available for Distribution of the Partnership allocable to the Class A Units per
Class A Unit for the four fiscal quarters most recently ended before the Going
Private Transaction for which published financial statements of the Partnership
are then available, reflected by the consideration per Class A Unit or Holdings
LP Unit given in that Going Private Transaction, as determined by the General
Partners in good faith.

             (d)  Except as provided in the definition of the Exchange Rate, no
adjustments in respect of distributions, including without limitation any
adjustment in respect of a Class D Carryover Amount, shall be made upon the
exchange of any Class D Units; provided, however, that if the date fixed for the
Exchange (the "Exchange Date") with respect to Class D Units shall be subsequent
to the record date for the payment of a distribution thereon or with respect
thereto but prior to the payment or distribution thereof, the registered holders
of such Class D Units at the close of business on such record date shall be
entitled to receive the distribution payable upon such units on the date set for
payment of such distribution notwithstanding the exchange of such units or the
Partnership's default in payment of the distribution due on such date.

                                       4
<PAGE>

             (e)  There shall be no fractional Class A Units issued hereunder,
and the holder of the Class D Units shall receive cash in lieu of any fractional
unit amount resulting from application of the calculation set forth above in an
amount equal to the ratable value of the fractional interest in a Class A Unit
as determined by the General Partners or their Delegate(s).

             (f)  The following procedures shall apply to any exchange of Class
D Units:

                  (i)     At such time or times as the Partnership shall cause
Class D Units to be exchanged for Class A Units (or such other securities or
property as the General Partners may determine in accordance with Section 4(c)
hereof) in accordance with Section 4(a), the Partnership shall give notice of
such exchange to the holder or holders of the Class D Units whose units are to
be exchanged by mailing by first-class mail a notice of such exchange (the
"Exchange Notice") as soon as practicable before or after the Exchange Date to
their last addresses as they shall appear upon the Partnership's books. Each
such Exchange Notice shall specify the Exchange Rate, the Exchange Date (or the
anticipated Exchange Date, if pursuant to Article VI the exchange must be
effected at an unspecified future date), the number of Class A Units (or other
securities or property) to be issued and the amount of any cash to be paid to
the holder in lieu of any fractional units. In such an occurrence, the Class D
Units shall be exchanged for Class A Units (or other securities or property),
and such Class D Units shall be deemed to be canceled and retired, without any
action on the part of the holders of Class D Units. Issuance of certificates
representing Class A Units (or other securities or property) to be received upon
exchange of Class D Units shall be effected upon surrender of certificates
representing such Class D Units and delivery of such documents as shall be
specified under Section 4(f)(ii).

                  (ii)    Before any holder of Class D Units shall be entitled
to receive Certificates representing Class A Units (or such other securities or
property as the General Partners may determine in accordance with Section 4(c)
hereof) for which such Class D Units were exchanged, there shall be surrendered,
at such office as the Partnership shall specify, Certificates for such Class D
Units duly endorsed for transfer to the Partnership or in blank or accompanied
by proper instruments of transfer to the Partnership or in blank, unless the
Partnership shall waive such requirement, together with such other documents and
agreements as the Partnership may request. The Partnership will, as soon as
practicable after such surrender of any such Certificates representing Class D
Units, issue and deliver at the office of the transfer agent certificates
representing the Class A Units to the person for whose account such Class D
Units were so surrendered, or to his or her nominee or nominees, or other
evidence or ownership of, the number of whole Class A Units (or other securities
or property) to which such holder shall be entitled, together with any payment
in respect of fractional units.

                  (iii)   All exchanges of Class D Units for Class A Units shall
be made in compliance with Article VI of the Partnership Agreement.

     Section 5.   Units Reacquired by Partnership.

     All Class D Units which shall have been issued and reacquired in any manner
by the Partnership shall be restored to the status of authorized but unissued
Class D Units.

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<PAGE>

     Section 6.   Redemption.

     Class D Units may be redeemed by the Partnership on such terms and under
such conditions as may be specified in the Partnership Agreement; provided,
however, that the Unit Price applicable to the Class D Units shall be determined
by the General Partners or their Delegate(s) in good faith with reference to the
Class A Units on an as exchanged basis based on the then prevailing Exchange
Rate.

     Section 7.   Other Rights, Powers, Preferences and Duties.

     Except as specifically provided otherwise in this Consent, the
designations, preferences and relative participating, optional or other special
rights, powers and duties applicable to Class D Units and Unitholders owning
Class D Units shall be those specified in the Partnership Agreement with respect
to Units and Unitholders generally or, as applicable, those with respect to a
series of Tracking Units and Persons holding a series of Tracking Units;
provided, however, holders of Class D Units shall not be entitled to any
distributions other than as set forth in this Consent nor be entitled to
exchange their Class D Units for any other security (including Holdings Units)
except as set forth in this Consent.

                                *        *      *

                               [signatures follow]

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<PAGE>

             IN WITNESS WHEREOF, the General Partners have caused this Consent
to be executed as of the date first set forth above.

     PIMCO PARTNERS, G.P.
     By:  PIMCO PARTNERS, LLC,
          a California limited liability company,
          General Partner

          By:  _______________________
          William S. Thompson
          Chief Executive Officer

     By:  PIMCO HOLDING LLC,
          a Delaware limited liability company,
          General Partner

          By:  PACIFIC ASSET MANAGEMENT LLC,
               a Delaware limited liability company
               Member

               By:  PACIFIC LIFE INSURANCE COMPANY,
                    a California life insurance company
                    Member

               By:  ________________
                    Khanh T. Tran
                    Chief Financial Officer

               By:  ________________
                    Audrey Milfs
                    Secretary

                                       7
<PAGE>

     PIMCO ADVISORS HOLDINGS L.P.

     By:  PIMCO PARTNERS, G.P.,
          a California general partnership,
          General Partner

          By:  PIMCO PARTNERS, LLC,
               a California limited liability company,
               General Partner

               By:  ____________________________
                         William S. Thompson
                         Chief Executive Officer

          By:  PIMCO HOLDING LLC,
               a Delaware limited liability company,
               General Partner

               By:  PACIFIC ASSET MANAGEMENT LLC,
                    a Delaware limited liability company
                    Member

                    By:  PACIFIC LIFE INSURANCE COMPANY,
                         a California life insurance company
                         Member

                         By:  ________________________________
                                   Khanh T. Tran
                                   Chief Financial Officer

                         By:  ________________________________
                                   Audrey Milfs
                                   Secretary

                                       8