SUPPLEMENT TO THE SECOND AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION AGREEMENT PIMCO Equity Series Newport Beach, California 92660 November 7, 2013
Exhibit (h)(2)
SUPPLEMENT TO THE
SECOND AMENDED AND RESTATED SUPERVISION AND ADMINISTRATION
AGREEMENT
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
November 7, 2013
Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: PIMCO Balanced Income Fund (the “Fund”)
Dear Sirs:
This will confirm the agreement between the undersigned (the “Trust”) and Pacific Investment Management Company LLC (the “Administrator”) as follows:
| 1. | This Trust is an open-end investment company organized as a Delaware statutory trust, and consisting of such investment portfolios as have been or may be established by the Trustees of the Trust from time to time. A separate series of shares of beneficial interest of the Trust is offered to investors with respect to each investment portfolio. The Fund is a separate investment portfolio of the Trust. |
| 2. | The Trust and the Administrator have entered into a Second Amended and Restated Supervision and Administration Agreement (the “Agreement”) dated February 29, 2012, pursuant to which the Trust has employed the Administrator to provide supervisory and administrative services to the Trust as set forth in that Agreement. |
| 3. | As provided in paragraph 1 of the Agreement, the Trust hereby adopts the Agreement with respect to the Fund and the Administrator hereby acknowledges that the Agreement shall pertain to the Fund, the terms and conditions of such Agreement being hereby incorporated herein by reference. |
| 4. | Subject to the approval of the Trust’s Board of Trustees, the Trust consents to the Administrator’s delegation of some or all of its responsibilities under the Agreement with respect to the Fund to a qualified party or parties. Such delegation shall be evidenced by a written agreement to which the Trust need not be a party but which shall be subject to Trustee review and approval. Nothing contained herein shall be deemed to limit in any way the Administrator’s ability to delegate its duties under the Agreement with respect to any other series of shares of the Trust. |
| 5. | As provided in paragraph 5 of the Agreement and subject to further conditions as set forth therein, the Trust shall with respect to the Fund pay the Administrator a monthly fee calculated as a percentage (on an annual basis) of the average daily value of net assets of the Fund during the preceding month, at a rate of 0.30% for Administrative Class and Institutional Class and at a rate of 0.40% for Class A, Class C, Class D, Class P and Class R. |
| 6. | The Trust and the Administrator hereby agree to amend the Agreement as of the date hereof to add the Fund to Schedule A. Accordingly, the current Schedule A is replaced with the new Schedule A attached hereto. |
| 7. | This Supplement and the Agreement shall become effective with respect to the Fund November 7, 2013 and shall remain in effect with respect to the Fund, unless sooner terminated as provided herein, for a period not to exceed one year from the effective date and shall continue thereafter on an annual basis with respect to the Fund provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the Board of Trustees of the Trust, and (b) by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust or the Administrator, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty: (i) by a vote of a majority of the entire Board of Trustees of the Trust or by a majority of the outstanding voting shares of the Fund, as applicable, or, with respect to a particular class of the Fund, by a vote of a majority of the outstanding shares of such class, on 60 days’ written notice to the Administrator; or (ii) after the initial period commencing on the effective date, by the Administrator at any time on 60 days’ written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). |
If the foregoing correctly sets forth the agreement between the Trust and the Administrator, please so indicate by signing and returning to the Trust the enclosed copy hereof.
| Very truly yours, | ||
| PIMCO EQUITY SERIES | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Title: | Vice President | |
ACCEPTED
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Title: | Managing Director |
Schedule A
Schedule to the Second Amended and Restated Supervision and Administration Agreement
As of November 7, 2013
Institutional and Administrative Classes (%) – Supervisory and Administrative Fee Rates
| Core |
Other |
|||||
| Fund |
Expenses1 |
Expenses |
Total | |||
| PIMCO Balanced Income Fund |
0.10% | 0.20% | 0.30% | |||
| PIMCO Dividend and Income Builder Fund |
0.10 | 0.20 | 0.30 | |||
| PIMCO Emerging Multi-Asset Fund |
0.10 | 0.35 | 0.45 | |||
| PIMCO EqS® Dividend Fund |
0.10 | 0.20 | 0.30 | |||
| PIMCO EqS® Emerging Markets Fund |
0.10 | 0.35 | 0.45 | |||
| PIMCO EqS® Long/Short Fund |
0.10 | 0.35 | 0.45 | |||
| PIMCO EqS Pathfinder Fund® |
0.10 | 0.20 | 0.30 |
| 1 | Core Expenses includes custody, portfolio accounting and tax preparation expenses. |
Schedule A
Schedule to the Second Amended and Restated Supervision and Administration Agreement
As of November 7, 2013
Classes A and C (%) - Supervisory and Administrative Fee Rates
| Core |
Other |
|||||
| Fund |
Expenses1 |
Expenses |
Total | |||
| PIMCO Balanced Income Fund |
0.10% | 0.30% | 0.40% | |||
| PIMCO Dividend and Income Builder Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO Emerging Multi-Asset Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Dividend Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO EqS® Emerging Markets Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Long/Short Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS Pathfinder Fund® |
0.10 | 0.30 | 0.40 |
| 1 | Core Expenses includes custody, portfolio accounting and tax preparation expenses. |
Schedule A
Schedule to the Second Amended and Restated Supervision and Administration Agreement
As of November 7, 2013
Class D (%) - Supervisory and Administrative Fee Rates
| Core |
Other |
|||||
| Fund |
Expenses1 |
Expenses |
Total | |||
| PIMCO Balanced Income Fund |
0.10% | 0.30% | 0.40% | |||
| PIMCO Dividend and Income Builder Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO Emerging Multi-Asset Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Dividend Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO EqS® Emerging Markets Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Long/Short Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS Pathfinder Fund® |
0.10 | 0.30 | 0.40 |
| 1 | Core Expenses includes custody, portfolio accounting and tax preparation expenses. |
Schedule A
Schedule to the Second Amended and Restated Supervision and Administration Agreement
As of November 7, 2013
Class R (%) - Supervisory and Administrative Fee Rates
| Core |
Other |
|||||
| Fund |
Expenses1 | Expenses | Total | |||
| PIMCO Balanced Income Fund |
0.10% | 0.30% | 0.40% | |||
| PIMCO Dividend and Income Builder Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO Emerging Multi-Asset Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Dividend Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO EqS® Emerging Markets Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Long/Short Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS Pathfinder Fund® |
0.10 | 0.30 | 0.40 |
| 1 | Core Expenses includes custody, portfolio accounting and tax preparation expenses. |
Schedule A
Schedule to the Second Amended and Restated Supervision and Administration Agreement
As of November 7, 2013
Class P (%) – Supervisory and Administrative Fee Rates
| Core |
Other |
|||||
| Fund |
Expenses1 |
Expenses |
Total | |||
| PIMCO Balanced Income Fund |
0.10% | 0.30% | 0.40% | |||
| PIMCO Dividend and Income Builder Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO Emerging Multi-Asset Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Dividend Fund |
0.10 | 0.30 | 0.40 | |||
| PIMCO EqS® Emerging Markets Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS® Long/Short Fund |
0.10 | 0.45 | 0.55 | |||
| PIMCO EqS Pathfinder Fund® |
0.10 | 0.30 | 0.40 |
| 1 | Core Expenses includes custody, portfolio accounting and tax preparation expenses. |
