AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT TO
SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT dated February 14, 2018 to the Second Amended and Restated Distribution Contract (the “Contract”) entered into on February 15, 2017 by and between PIMCO Equity Series (the “Trust”) and PIMCO Investments LLC (the “Distributor”). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract and amendment described herein.
WHEREAS, the Distributor serves as the distributor of shares of the Trust pursuant to the Contract; and
WHEREAS, the parties agree to amend the Contract to add Class I-3 shares, replace references to Class P shares with references to Class I-2 shares and make other ministerial edits.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract pursuant to the terms thereof, as follows:
| I. | Description of the Trust and Classes of Shares |
Section 1 of the Contract is deleted and replaced with the following:
Description of Trust and Classes of Shares. The Trust is an open-end investment company consisting of publicly offered investment portfolios (each a “Fund,” and collectively, the “Funds”), as listed on Schedule A hereto. Additional investment portfolios may be established in the future. This Contract shall pertain to all Funds listed on Schedule A (attached hereto), as amended from time to time, and to such additional investment portfolios as shall be designated in Supplements to this Contract, as further agreed between the Trust and the Distributor. A separate series of shares of beneficial interest in the Trust is offered to investors with respect to each Fund, and each Fund currently offers its shares with respect to up to nine classes: Class A shares, Class C shares, Class D shares, Class R shares, Class T shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares. The Trust engages in the business of investing and reinvesting the assets of the Funds in the manner and in accordance with the investment objectives and restrictions specified in the Trust’s currently effective Prospectus or Prospectuses (including any summary prospectus(es)) and Statement(s) of Additional Information, (together, the “Prospectus”) relating to Class A, Class C, Class D, Class R, Class T, Institutional Class, Class I-2, Class I-3 and Administrative Class shares of the Funds, included in the Trust’s Registration Statement, as amended from time to time (the “Registration Statement”), as filed by the Trust under the Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “1940 Act”) and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “1933 Act”). Copies of the documents referred to in the preceding sentence have been furnished to the Distributor. Any amendments to those documents shall be furnished to the Distributor promptly. The Trust has adopted separate Distribution and Servicing Plans pursuant to Rule 12b-1 under
the 1940 Act with respect to each of the Class A shares (“Class A Plan”), Class C shares (“Class C Plan”), Class D shares (“Class D Plan”), Class R shares (“Class R Plan”), Class T shares (“Class T Plan”) and Administrative Class shares (“Administrative Class Plan,” and together with the Class A Plan, Class C Plan, Class D Plan, Class R Plan and Class T Plan, the “Plans”).
| II. | Sale of Shares to Distributor and Sales by Distributor |
Section 3, paragraph 1 of the Contract is deleted and replaced with the following:
Sale of Shares to Distributor and Sales by Distributor. The Distributor will have the right, as agent, to sell shares of each Class of each Fund directly to the public against orders therefor at the applicable public offering price as described below in the case of Class A shares and Class T shares, and at net asset value in the case of Class C shares, Class D shares, Class R shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares. For such purposes, the Distributor will have the right to purchase shares at net asset value. The Distributor will also have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and who are acting as introducing brokers pursuant to clearing agreements with the Distributor (“introducing brokers”), to broker-dealers which are members of FINRA and who have entered into selling agreements with the Distributor (“participating brokers”) or through other financial intermediaries, in each case against orders therefor. The price for introducing brokers, participating brokers and other financial intermediaries shall be, in the case of Class A shares and Class T shares, the applicable public offering price less a concession to be determined by the Distributor, which concession will not exceed the amount of the sales charge or underwriting discount, if any, described below and, in the case of Class C shares, Class D shares, Class R shares, Institutional Class shares, Class I-2 shares, Class I-3 shares and Administrative Class shares, net asset value.
Section 3, paragraph 5 of the Contract is deleted and replaced with the following:
On every sale, the Trust shall receive the net asset value of the shares. The net asset value of shares shall be determined in the manner provided in the Amended and Restated Declaration of Trust and By-laws of the Trust as then amended. In the case of Class A shares and Class T shares, the Distributor may retain so much of any sales charge or underwriting discount as is not allowed by the Distributor as a concession to dealers, and such sales charge or underwriting discount shall be in addition to the fee paid to the Distributor in respect of Class A shares and Class T shares as described in Section 5 hereof.
| III. | Fees |
The final paragraph of Section 5 of the Contract is deleted and replaced with the following:
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The Distributor shall receive no compensation from the Trust for services as distributor of the Institutional Class, Class I-2 or Class I-3 shares.
| IV. | Basis of Purchases and Sales of Shares |
Section 9 of the Contract is deleted and replaced with the following:
Basis of Purchases and Sales of Shares. The Distributor’s obligation to sell shares hereunder shall be on a best efforts basis only and the Distributor shall not be obligated to sell any specific number of shares. Shares will be sold by the Distributor only against orders therefor. The Distributor will not purchase shares from anyone other than the Trust except in accordance with Section 8 hereof, and will not take “long” or “short” positions in shares contrary to any applicable provisions of the Amended and Restated Declaration of Trust of the Trust, as amended.
| V. | Other |
Except as expressly provided herein, the Contract shall remain in full force and effect in accordance with its terms.
The parties represent and warrant that all of the representations, warranties and undertakings made in the Contract continue to be true as of the date of this Amendment and will continue in full force and effect until further notice.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.
| By: |
/s/ Xxxxxx Xxxxxx | |
| Title: |
Vice President | |
| PIMCO INVESTMENTS LLC | ||
| By: |
/s/ Xxxx Xxxxxxxxxx | |
| Title: |
Managing Director | |
