SUBADVISORY AGREEMENT
PIMCO EQUITY SERIES
000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
AGREEMENT made as of the 16th day of June 2017.
WHEREAS, Pacific Investment Management Company LLC, a Delaware limited
liability company (the Adviser) has been retained by PIMCO Equity Series
(the Trust), an openend management investment company registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as investment
adviser, to provide investment advisory services to the series of the
Trust, including the series listed on Exhibit A attached hereto and made
a part hereof, as such Exhibit A may be amended from time to time (each,
a Fund and, collectively, the Funds), pursuant to an investment management
agreement;
WHEREAS, each Fund seeks to achieve its investment objective in whole or
in part by investing in the component securities (Component Securities) of
an index (Underlying Index) provided by Research Affiliates, LLC or its
affiliate (collectively, Index Provider) as described in the Funds
Prospectus (as defined below);
WHEREAS, the Adviser wishes to retain Parametric Portfolio Associates LLC
(the Sub Adviser) to assist the Adviser in providing investment advisory
services (Advisory Services) in connection with the Funds;
WHEREAS, the SubAdviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and rules and regulations
thereunder (Advisers Act); and
WHEREAS, the SubAdviser is willing to provide such Advisory Services to
the Adviser upon the terms and conditions set forth below and for the
compensation set forth in Exhibit A attached hereto, as may be amended
from time to time.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Adviser and the SubAdviser
as follows:
1. The Trust is an openend investment company which has separate
investment portfolios. Additional investment portfolios may be established
in the future. This Agreement shall pertain to the Funds and to such
additional investment portfolios as shall be designated as Funds in
supplements to this Agreement, as further agreed between the Adviser and
Sub Adviser. The Trust engages in the business of investing and
reinvesting the assets of the Funds in the manner and in accordance with
the investment objective and restrictions applicable to the Funds as
specified in the currently effective prospectus (the Prospectus) for the
Funds included in the registration statement, as amended from time to
time (the Registration Statement), filed by the Trust under the 1940 Act
and the Securities Act of 1933, as amended (the 1933 Act). Copies of the
documents referred to in the preceding sentence have been furnished to
the Sub Adviser. Any amendments to those documents shall be furnished
to the SubAdviser promptly.
2. The Adviser hereby appoints the SubAdviser to provide Advisory
Services specified in this Agreement and the SubAdviser hereby accepts
such appointment and agrees to render the services herein set forth.
3. (a) The SubAdviser shall, at its expense: (i) employ or associate
with itself such persons as it believes appropriate to assist it in
performing its obligations under this Agreement; and (ii) provide all
services, equipment and facilities necessary to perform its obligations
under this Agreement. The SubAdviser may from time to time seek research
assistance and rely on investment management resources available to it
through its affiliated companies, but in no case shall such reliance
relieve the SubAdviser of any of its obligations hereunder, nor shall
the Adviser or the Funds be responsible for any additional fees or
expenses hereunder as a result. In all cases, the SubAdviser shall
remain liable as if such services were provided directly.
(b) The SubAdviser shall not retain any other person to serve as an
investment adviser or subadviser to the Funds. The SubAdviser shall not
pay any fee, based on the assets of a Fund, to any person providing
research and/or investment advice to the Sub Adviser without the express
written consent of the Adviser.
(c) The SubAdviser shall not be required to pay any expenses of a Fund
other than those specifically allocated to the SubAdviser in this
Agreement. In particular, but without limiting the generality of the
foregoing, the SubAdviser shall not be responsible, except to the extent
of the reasonable compensation of such of the Trusts employees (if any) as
are officers or employees of the SubAdviser whose services may be involved,
for any of the following expenses of a Fund: compensation of the Trustees
who are not affiliated with the Adviser, Sub Adviser, a Funds distributor,
or any of their affiliates; taxes and governmental fees; interest charges;
fees and expenses of a Funds independent registered public accounting firm
and legal counsel; trade association membership dues; fees and expenses of
any custodian (including maintenance of books and accounts and calculation
of the net asset value of shares of a Fund), transfer agent, registrar
and dividend disbursing agent of a Fund; expenses of issuing, selling,
redeeming, registering and qualifying for sale shares of beneficial
interest in a Fund; expenses of preparing and printing share certificates,
prospectuses and reports to shareholders, notices, proxy statements and
reports to regulatory agencies; the cost of office supplies, including
stationery; travel expenses of all officers, Trustees and employees;
insurance premiums; brokerage and other expenses of executing portfolio
transactions; expenses of shareholders meetings; organizational expenses;
and extraordinary expenses. Notwithstanding the foregoing, the Trust may
enter into a separate agreement with the Adviser, which shall be
controlling over this Agreement, as amended, pursuant to which some or all
of the foregoing expenses of this Section 3(c) shall be the responsibility
of the other party or parties to that agreement
4. (a) Subject to the supervision of the Adviser, the SubAdviser
shall provide to each Fund Advisory Services including execution of all
portfolio transactions on behalf of the Funds necessary to invest the
assets of each Fund in the Component Securities of each Funds Underlying
Index, as described in the Funds Prospectus.
(b) In addition to the provision of Advisory Services, the SubAdviser
shall be responsible for providing middle and back office operational
support for the Funds with respectto the services the SubAdviser provides
hereunder. Such support services are set forth in Exhibit B attached
hereto, as may be amended from time to time. SubAdviser shall not have
responsibility for wiring funds, processing class action or bankruptcy
litigation claims relating to any assets held by a Fund, or calculating
the net asset value of the Funds.
(c) Each Fund will have the benefit of the investment analysis and
research generally available to investment advisory clients of the
SubAdviser. It is understood that the SubAdviser will not use any inside
information pertinent to investment decisions undertaken in connection with
this Agreement that may be in its possession or in the possession of any
of its affiliates, nor will the SubAdviser seek to obtain any such information.
(d) Upon request, the SubAdviser also shall provide to the Adviser,
including the officers of the Trust, administrative assistance in
connection with the operation of each Fund, which shall include (i)
compliance with all reasonable requests of the Adviser and Trust for
information, including information required in connection with the Trusts
filings with the Securities and Exchange Commission (SEC) and state
securities commissions, and (ii) such other services as the Adviser
and/or SubAdviser shall from time to time reasonably determine to be
necessary or useful to the administration of a Fund. With respect to
the services that the Sub Adviser is providing to the Funds, the
SubAdviser will keep the Adviser informed of developments materially
affecting a Fund.
(e) As subadviser to the Funds, the SubAdviser shall provide Advisory
Services for the account of each Fund in accordance with the SubAdvisers
best judgment and within the investment objectives, policies, and
restrictions set forth in the Prospectus, the 1940 Act and the provisions
of the Internal Revenue Code relating to regulated investment companies,
subject to policy decisions adopted by the Trusts Board of Trustees.
(f) Upon request, the SubAdviser shall furnish to the Adviser and the
Trusts Board of Trustees periodic and special reports (including any
statistical information) on the investment performance of each Fund and on
the performance of its obligations under this Agreement and shall supply
such additional reports and information as the Trusts officers or Board
of Trustees shall reasonably request.
(g) For each Fund, the SubAdviser will promptly review all account
reconciliation documents, such as: (i) reports of current
security holdings in the Fund;
(ii) summary reports of transactions; and (iii) current cash position
reports (including cash available from portfolio sales and maturities and
sales of the Funds shares less cash needed for redemptions and settlement
of portfolio purchases), all within a reasonable time after receipt
thereof from the Fund, the Adviser or any service provider thereto (such
as the Funds custodian) and will report any errors or discrepancies in
such reports to the Fund or its designee within three business days after
discovery of such discrepancies.
(h) The SubAdviser will manage each Fund so that it will qualify, and
continue to qualify (except where extraordinary circumstances dictate
otherwise), as a regulated investment company under Section 851 of
Subchapter M of the Internal Revenue Code and regulations issued thereunder.
(i) On occasions when the SubAdviser deems the purchase or sale of
a security to be in the best interest of a Fund as well as other of its
clients, the SubAdviser, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain
the best execution of the order or lower brokerage commissions, if any.
The Sub Adviser may also on occasion purchase or sell a particular
security for one or more clients in different amounts. On either occasion,
and to the extent permitted by applicable law and regulations, allocation
of the securities so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the SubAdviser in the manner it
considers to be equitable and consistent with its fiduciary obligations
to the Trust and the Funds and to such other customers.
G) Subject to the oversight of the Adviser, the SubAdviser may cause
a Fund to pay a broker which provides brokerage and research services to
the SubAdviser a commission for effecting a securities transaction in
excess of the amount another broker might have charged. Such higher
commissions may not be paid unless the SubAdviser determines in good
faith that the amount paid is reasonable in relation to the services
received in terms of the particular transaction or the SubAdvisers overall
responsibilities to the Trust and any other of the Sub Advisers clients.
(k) Unless otherwise instructed by the Trusts Board of Trustees or the
Adviser, the SubAdviser or its agent shall have authority and responsibility
to exercise whatever powers the Trust and the Adviser may possess with
respect to any of the portfolio securities or other investments of a Fund,
including, but not limited to, the right to vote proxies, the power to
exercise rights, options, warrants, conversion privileges and redemption
privileges, to tender securities pursuant to a tender offer. Additionally,
to the extent a securities lending program is implemented, the SubAdviser
will coordinate with the Adviser to implement a securities lending program,
provided, however, that (i) the SubAdviser shall not be responsible for
determining what securities will be leant, what shortterm debt obligations
to purchase, or when to recall securities that have been leant to third
parties; and (ii) the SubAdviser shall provide information as reasonably
requested by the Adviser or the Funds securities lending agent, including
information relating to the Funds portfolio holdings. With respect to any
domestic (U.S.) securities held by a Fund, the SubAdviser shall be
responsible for filing on a timely basis beneficial ownership reports
required by the Securities Exchange Act of 1934, as amended, and any other
domestic securities regulatory filings. With respect to any foreign
(nonU.S.) securities held by a Fund, the SubAdviser shall also be
responsible for filing on a timely basis any holdings disclosures or other
reports as the SubAdviser may be required by law to file with regulatory
authorities in foreign jurisdictions to the extent such requirements apply
to the entity with investment discretion/power and/or voting power with
respect to instruments held by the Funds portfolios. SubAdviser shall not
be responsible for taking any action or rendering advice with respect to
any class action claim relating to any assets held in a Fund. SubAdviser
will, however, forward to Adviser any information it receives regarding
any legal matters involving any asset held in a Fund.
(1) The Adviser agrees to issue instructions to all custodians and
brokerdealers as necessary to give the SubAdviser all necessary
authority to act on behalf of each Fund.
(m) Nothing herein shall relieve the Adviser of its duties or
responsibilities under its investment management agreement with the Trust
on behalf of the Funds.
(n) Unless specified hereunder or by separate agreement, the Advisory
Services shall not include: (i) consultation with a Fund regarding the
appropriateness of the benchmark or strategy as related to their overall
investment objectives (i.e., suitability analysis);
(ii) initial and periodic client service and reporting to the Funds,
including delivery of brochures
and notices; or (iii) any form of custody of a Funds assets.
5. The SubAdviser shall exercise its best judgment in rendering the
services provided by it under this Agreement. Subject to the provisions
of Section 9(a) hereof, the Sub Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Adviser, the
Trust or the Funds in connection with the matters to which this Agreement
relates, except that the SubAdviser shall be liable to the Adviser and the
Funds for a loss resulting from a breach of fiduciary duty by the
SubAdviser under the 1940 Act with respect to the receipt of compensation
for services or a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the SubAdviser in the performance of its
duties hereunder or from reckless disregard by the SubAdviser of its
obligations or duties under this Agreement. In no case shall the SubAdviser
be liable for actions taken or nonactions with respect to the performance
of services under this Agreement based upon specific information,
instructions or requests given or made to the SubAdviser by the Adviser.
As used in this Section, the term SubAdviser shall include any officers,
directors, employees or other affiliates of the Sub Adviser performing
services with respect to the Funds.
6. (a) The SubAdviser agrees that it will comply with all applicable
laws, rules and regulations of all federal and state regulatory agencies
having jurisdictions over the Sub Adviser in performance of its duties
hereunder. The SubAdviser will treat as confidential and proprietary
information of a Fund all records and information relative to the Fund and
prior, present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Fund, and the SubAdviser shall not be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Fund.
(b) The SubAdviser will notify the Adviser and the Funds in the event
that the SubAdviser or any of its affiliates: (i) becomes aware that it is
subject to a statutory disqualification that prevents the SubAdviser from
serving as a subadviser or otherwise performing its duties pursuant to this
Agreement; or (ii) becomes aware that it is the subject of an administrative
proceeding or enforcement action by the SEC or other regulatory authority.
The SubAdviser further agrees to notify the Funds and the Adviser
immediately of any material fact known to the SubAdviser relating to the
SubAdviser that is not contained in the Funds Registration Statement
regarding the Funds, or any amendment or supplement thereto, but that is
required to be disclosed therein, and of any statement contained therein
that becomes untrue in any material respect. Notwithstanding the foregoing
paragraph, to the extent such information is required to be publicly
disclosed pursuant to SEC Regulation FD, SubAdvisers notification
obligation is subject to such information having first been publicly
disclosed by the SubAdviser or its ultimate parent company pursuant to
Regulation FD
7. (a) For the services provided and the expenses assumed pursuant to
this Agreement and except as provided in Section 7(b), the Adviser will
pay the SubAdviser and theSubAdviser will accept as full compensation
therefore a fee computed daily and paid monthly in arrears on the first
business day of each month, based upon the average daily value
(as determined on each business day at the time set forth in the
Funds Prospectus for determining net asset value per share) of the
net assets of each Fund equal to the lesser of: (i) a fee at
the per annum rate set forth in Exhibit A attached hereto, as may be
amended from time to time; or
(ii) such fee as may from time to time be agreed upon in writing by the
Adviser and the Sub Adviser. If the fee payable to the SubAdviser pursuant
to this paragraph begins to accrue after the beginning of any month or if
this Agreement terminates before the end of any month, the fee for the
period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in
which such effectiveness or termination occurs. For purposes of calculating
fees, the value of each Funds net assets shall be computed in the manner
specified in the Funds Prospectus and the Trusts governing instruments for
the computation of the value of the Funds net assets in connection with the
determination of the net asset value of the Funds shares. Payment of said
compensation shall be the sole responsibility of the Adviser and shall in
no way be an obligation of a Fund or of the Trust.
(b) If any investment company, separate account, subadvised account, other
pooled vehicle or other account which is: (i) sponsored or advised by the
Adviser and sub advised by the SubAdviser or provided portfolio
implementation services by the SubAdviser pursuant to an agreement wherein
the SubAdviser may exercise limited investment discretion; and (ii)
eligible to invest in a Fund (PIMCO/PPA Managed Account), including, without
limitation, PIMCO RAE Fundamental Global Fund and PIMCO RAE Fundamental
Global ex US Fund, invests in a Fund, the SubAdviser shall, subject to
applicable law, waive any fee to which it would be entitled under Section
7(a) of this Agreement with respect to any assets of a PIMCO/PPA Managed
Account invested in a Fund. For the avoidance of doubt, any assets of a
PIMCO/PPA Managed Account invested in a Fund shall be excluded when the
Funds net assets are valued for the purpose of calculating the applicable
fees payable pursuant to the fee schedule set forth in Exhibit A to this
Agreement, as may be amended from time to time.
8. (a) This Agreement shall become effective with respect to the
Funds as ofthe date hereof (and, with respect to any amendment, or with
respect to any additional Fund, the date of the amendment or supplement
hereto) and shall continue in effect with respect to the Funds for a period
of more than two years from that date (or, with respect to any additional
Fund, for a period of more than two years from the date of the supplement)
only so long as the continuance is specifically approved at least annually:
(i) by the vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Fund or by the Trusts Board of
Trustees; and
(ii) by the vote, cast in person at a meeting called for the purpose,
of a majority of the Trusts
Trustees who are not parties to this Agreement or interested persons
(as defined in the 0000 Xxx) of any such party.
(b) This Agreement may be terminated with respect to a Fund (or any
additional Fund) at any time, without the payment of any penalty, by:
(i) a vote of a majority of the outstanding voting securities (as defined
in the 0000 Xxx) of the Fund; (ii) a vote of a majority of the Trusts entire
Board of Trustees on sixty (60) days written notice to the Sub Adviser;
(iii) the Adviser on sixty (60) days written notice to the SubAdviser; or
(iv) the Sub Adviser on sixty (60) days written notice to the Trust.
This Agreement (or any supplement hereto) shall terminate automatically
in the event of its assignment (as defined in the 1940 Act).
9. (a) The SubAdviser shall indemnify and hold harmless the Adviser
and its officers, directors, trustees, managers, partners, employees,
affiliates and agents from and against any and all liabilities, losses,
claims, damages and expenses, including reasonable attorneys fees and
expenses, of any kind or nature directly or indirectly resulting solely
from or solely out of:
(i) any material misrepresentation, breach of any material representation
or failure to comply with any provision, warranty or obligation made by
the SubAdviser or its agents in connection with this Agreement or any
applicable laws and regulations; (ii) any actions or failure to act by the
SubAdviser or its agents in connection with this Agreement that results in
a violation of any law; or (iii) any gross negligence, willful misfeasance,
bad faith or reckless disregard by the Sub Adviser or its affiliates or
agents in fulfilling the SubAdvisers obligations under this Agreement.
(b) The Adviser shall indemnify and hold harmless the SubAdviser and its
officers, directors, trustees, managers, partners, employees, affiliates and
agents from and against any and all liabilities, losses, claims, damages and
expenses, including reasonable attorneys fees and expenses, of any kind or
nature directly or indirectly resulting solely from or solely out of:
(i) any material misrepresentation, breach of any material representation
or failure to comply with any provision, warranty or obligation made by
the Adviser in connection with this Agreement or any applicable laws and
regulations; (ii) any actions or failure to act by the Adviser in
connection with this Agreement that results in a violation of any law;
or (iii) any gross negligence, willful misfeasance, bad faith or reckless
disregard of the Adviser in fulfilling its obligations under this Agreement.
10. Except to the extent necessary to perform the SubAdvisers obligations
under this Agreement and/or as otherwise agreed to by the parties, nothing
herein shall be deemed to limit or restrict the right of the SubAdviser,
or any affiliate of the SubAdviser, or any employee of the SubAdviser, to
engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association, provided such other services
and activities do not, during the term of this Agreement, interfere in a
material manner with the SubAdvisers ability to meet its obligations to the
Funds hereunder.
11. It is understood that the names PIMCO, PIMCO Equity Series or PIMCO
Funds or any derivative thereof or logo associated therewith are the
valuable property of the Adviser and its affiliates. The SubAdviser (or any
of its affiliates) agrees that it shall not use any such names (or
derivative or logo) without the prior consent of the Adviser. In addition,
the Sub Adviser hereby consents to the use of its name and any logo, xxxx
or symbol associated therewith, as well as the names of its business
affiliates in the Funds Registration Statement, other disclosure documents,
shareholder communications, advertising, sales literature and similar
communications. It is understood that Parametric Portfolio Associates
and Parametric with the iris flower logo and any derivative or logo
associated therewith are the valuable property of the SubAdviser. While
SubAdviser consents to the use of the marks and logos for purposes of
describing SubAdvisers role and responsibilities under this Agreement,
rights to such intellectual property will remain with the SubAdviser
and nothing in this Agreement shall be construed otherwise.
12. Any recommendations concerning a Funds investment program proposed
by the SubAdviser to the Fund and the Adviser pursuant to this Agreement,
as well as any other activities undertaken by the SubAdviser on behalf of
the Fund pursuant thereto shall at all times be subject to any applicable
directives of the Board of Trustees of the Trust provided to the SubAdviser.
13. In compliance with the requirements of Rule 31a3 under the 1940 Act,
and any other applicable federal or state rule, the SubAdviser hereby agrees
that all records that it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to the Trust any such records
upon the Trusts request; provided, however, that the foregoing shall not
be construed to prohibit the retention by the SubAdviser or its
representatives of archival information including the Funds accounts
data and performance record in performance composites, assets under
management, and other marketingrelated reporting documents. Further,
compliance with Rule 31a3 under the 1940 Act does not preclude retention
by the Sub Adviser or its representatives of documents and records as
required for the purpose of facilitating compliance with this Agreement,
applicable law or regulation, when automatically stored or archived in
electronic form pursuant to standard backup or archival procedures. The
SubAdviser further agrees to preserve for the periods prescribed by Rule
31a2 under the 1940 Act and any other applicable Rule, the records required
to be maintained by the SubAdviser hereunder pursuant to Rule 31a1 of the
1940 Act and any other applicable federal or state rule. The Sub Adviser
further agrees that it will furnish to regulatory authorities having the
requisite authority any information or reports in connection with its
services hereunder which may be requested in order to determine whether
the operations of the Funds are being conducted in accordance with
applicable law and regulations.
14. Adviser represents, warrants and agrees that, except as is expressly
provided for in this Agreement, Adviser has sole responsibility for the
accuracy and completeness of the Registration Statement, except for
information regarding the SubAdviser that has been specifically
approved by the SubAdviser for inclusion therein, or other information
regarding the Funds provided by the SubAdviser for inclusion therein.
15. This Agreement shall be construed in accordance with the laws of
the State of California without regard to the conflicts of law principles
thereof, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or rules or orders of
the SEC thereunder.
16. No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is sought.
17. (a) For the term of this Agreement and for five years after termination,
the Adviser and the SubAdviser shall treat as confidential and shall not
disclose or transmit to any third party or use other than as expressly
authorized hereunder, except to an affiliate (as defined in the 0000 Xxx)
of the Adviser or the SubAdviser, as the case may be, any
information, documentation or other written material with respect to the
business affairs of the other party, including but not limited to information
that is marked as Confidential by the SubAdviser, the Adviser or the Funds
(Confidential Information). Each party agrees to hold the Confidential
Information in confidence and not to disclose or use the Confidential
Information for any purpose whatsoever other than as contemplated by this
Agreement and to require each of its directors, officers, managers,
employees, affiliates, representatives or agents not to disclose or use
Confidential Information, except as authorized or permitted by this
Agreement. Notwithstanding the foregoing, the Adviser may disclose or
transmit Confidential Information with respect to the Funds: (i) to the
Trusts Board of Trustees; or (ii) with the prior written consent of the
SubAdviser.
(b) Confidential Information shall not include: (i) any information that
is available to the public or to the receiving party hereunder from sources
other than the providing party (provided that such source is not, to the
knowledge of the receiving party, subject to any confidentiality agreement
with regard to such information); or (ii) any information that is
independently developed by the receiving party without use of or reference
to information from the providing party. Notwithstanding the foregoing,
the parties may reveal Confidential Information to any regulatory agency
or court of competent jurisdiction if such information to be disclosed is:
(i) approved in writing by the other party for disclosure; or (ii) required
by law, regulatory agency or court order to be disclosed by a party,
provided, if permitted by law, that notice of such required disclosure is
given to the other party prior to its disclosure if reasonably possible or
as soon thereafter as is reasonably practicable and provided further that
the providing party shall cooperate with the other party to limit the scope
of such disclosure to the extent permitted by law.
18. Neither party shall be liable for or to the other for any loss caused
directly or indirectly by Acts of God (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (regardless of whether war is declared), civil war,
rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction,
blockage, embargo, labor dispute, strike, lockout or interruption or failure
of electricity or telephone service, beyond either partys control.
19. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected hereby and, to this extent, the provisions
ofthis Agreement shall be deemed to be severable.
20. Any notice or other communication required or permitted to be given
hereunder shall be given in writing and mailed, faxed or delivered to the
other party at the addresses set forth below:
If to SubAdviser:
Attn: Legal and Compliance Department 0000 Xxxxxx Xxx, Xxxxx 0000
Xxxxxxx, XX 00000
Phone:0000000000
Email: XXXXxxxxXxxxxxx@xxxxxxxx.xxx
Ifto PIMCO: Xxxxx X. Xxxxxxx
Managing Director, General Counsel 000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 Phone: (000) 0000000
Fax: (000) 0000000
Notice shall be deemed given upon receipt.
21. This Agreement constitutes the entire agreement of the parties hereto
with respect to its subject matter and may be amended or modified only by a
writing signed by duly authorized officers of both parties. There are no
oral or written collateral representations, agreements or understandings
that relate to the Funds except as provided herein. The parties may mutually
agree to other matters regarding the Advisory Services which may be
represented by other agreements between the parties.
22. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall be one and
the same agreement.
23. No breach, default or threatened breach of this Agreement by either
party shall relieve the other party of its obligations or liabilities under
this Agreement with respect to the protection of the property or proprietary
or confidential nature of any property which is the subject of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:
Xxxxx X. Xxxxxxx Title: Managing Director
PARAMETRIC PORTFOLIO ASSOCIATES LLC
By: Title:
IN WITNESS WHEREOF , the parties hereto have caused this instrument to be
executed
by their officers designated below as of the day and year first above
written. PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:
Title:
PARAMETRIC PORTFOLIO ASSOCIATES LLC
By:
Title: Xxxxxxxxx X. Xxxxx
Chief Administrative Officer
EXHIBIT A
(as of June 16, 2017)
Fund Annual Base Fee1 Fee Rate (Average Daily Net Assets)
Assets Under Management (Millions> 2
PIMCO RAFI Dynamic Multi Factor U.S. Equity ETF $10,000
0.05percent $0$50 of net assets
0.04percent $50100 of net assets
0.025percent $100350 ofnet assets
0.02percent Over $350 of net assets
PIMCO RAFI Dynamic Multi Factor International Equity ETF $10,000
0.065percent $0$50 of net assets
0.05percent $50100 of net assets
0.035percent $100350 ofnet assets
0.03percent Over $350 ofnet assets
PIMCO RAFI Dynamic Multi Factor Emerging Markets EquityETF $10,000
0.12percent $0$50 of net assets
$50100 of net assets
0.11percent
0.075percent $100350 of net assets
0.055percent Over $350 of net assets
The provisions of Section 7(b) shall not apply to the annual base fee.
2 As calculated pursuant to Section 7 of this Agreement. For the
avoidance of doubt, the assets of a PIMCO/PPA Managed Account (as defined
in this Agreement) invested in the Fund shall be excluded when the Funds
net assets are valued for the purpose of calculating fees payable pursuant
to the rates of compensation set forth herein (i.e., the assets invested by
the SubAdviser in the Funds should not be double counted).
EXHIBITB
(as of June 16, 2017)
Middle and Back Office Operational Support to be Provided by the SubAdviser
Support Service
1. ETFspecific matters
a) satisfaction of all applicable exchange listing requirements by the
Funds on an initial and continuous basis (as required by applicable
regulatory rule),
b) to the extent agreed to in writing, compliance with all conditions
of SEC exemptive order(s) or similar regulatory relief applicable to the
Funds operation as ETFs, and
c) to the extent agreed to in writing, coordination with the Funds
service providers on the Funds basket construction and dissemination
2. Account reconciliation (i.e., daily reconciliation of Fund holdings
to the records of the Funds custodian,
including positions, cash holdings, market value, and cost basis)
3. Corporate action processing (i.e., voluntary election processing
and maintenance of voluntary and mandatory
events and monitoring of bankruptcy securities and potential processing)
4. Trade posting, affirmation and settlement oversight, including
confrrmation with the counterparty
5. Daily pricing valuation
6. Performance calculations (i.e., daily, timeweighted, rateofreturn
calculations, including gross of fee and net
of fee returns).
7. Security maintenance (i.e., new security setup, symbol changes
(such as ISIN, CUSIP, ticker) and name
changes)
8. Custom reporting as reasonably requested by Adviser
9. Proxy voting subject to oversight by Adviser
10. Failed trade aggregation, management and escalation with custodians
and third party brokers management;
Claims management (i.e., issuing, overseeing the claims process for
overdraft charges, use of funds or penalty charges) for both domestic and
international settlements
11. SubAdviser shall not be responsible for taking any action
or rendering advice with respect to any class
action claim relating to any assets held in Fund. SubAdviser will, however,
forward to Adviser any information it receives regarding any legal matters
involving any asset held in Fund. SubAdviser will also provide reasonable
assistance in providing historical holdings of the Fund for the past
seven years, as applicable
12. Benchmark management (e.g., assignment and monitoring
of benchmark, performance of benchmark reporting, change of benchmark
process)
