AMENDMENT TO SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT TO
SECOND AMENDED AND RESTATED DISTRIBUTION CONTRACT
AMENDMENT dated August 18, 2020 to the Second Amended and Restated Distribution Contract (the “Contract”) entered into on February 14, 2017 by and between PIMCO Funds (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 Trust hereby adopts the Contract with respect to the PIMCO ESG Income Fund and the Distributor hereby acknowledges that the Contract shall pertain to the PIMCO ESG Income Fund; and
WHEREAS, the parties agree to amend the Contract to add the PIMCO ESG Income Fund and Class C-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 both publicly offered investment portfolios (each a “Fund” and collectively, the “Funds”) and privately offered investment portfolios (each a “Portfolio,” and collectively, the “Portfolios”), as listed on Schedule A hereto. Additional investment portfolios may be established in the future. This Contract shall pertain to all Funds and Portfolios 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 Portfolio, and each Fund currently offers its shares with respect to up to ten classes: Class A shares, Class C shares, Class C-2 shares, Class M shares, Class R shares, Class T shares, Institutional Class shares, I-2 shares, I-3 shares and Administrative Class shares. The Trust engages in the business of investing and reinvesting the assets of the Funds and Portfolios 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/or Offering Memoranda, and Statement(s) of Additional Information and/or Offering Memoranda Supplement(s), (together, the “Prospectus”) relating to Class A, Class C, Class C-2, Class M, Class R, Class T, Institutional Class, I-2, I-3 and Administrative Class shares of the Funds and the shares of the Portfolios,
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”), as applicable. 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 C-2 shares (“Class C-2 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 C-2 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:
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 C-2 shares, Class M shares, Class R shares, Institutional Class shares, I-2 shares, 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 C-2 shares, Class M shares, Class R shares, Institutional Class shares, I-2 shares, I-3 shares and Administrative Class shares, net asset value.
| III. | Fees |
The following paragraph is added after the second paragraph of Section 5 of the Contract:
For its services as distributor of a Fund’s Class C-2 shares and as servicing agent of Class C-2 shareholders and Class C-2 shareholder accounts, the Trust shall pay the Distributor on behalf of each Fund a distribution fee at the annual rate of 0.75% of the Fund’s average daily net assets (except that certain Funds may pay a distribution fee at a lower
annual rate, as stated in the Prospectus from time to time), and a servicing fee at the annual rate of 0.25% of the Fund’s average daily net assets, (except that certain Funds may pay a servicing fee at a lower annual rate, as stated in the Prospectus from time to time) attributable to the Fund’s Class C-2 shares, upon the terms and conditions set forth in the relevant Distribution and Servicing Plan, as amended from time to time, and shall receive any contingent deferred sales charge for Class C-2 shares as provided in Section 8 hereof. The respective distribution and servicing fees shall be accrued daily and paid monthly to the Distributor as soon as practicable after the end of the calendar month in which they accrue, but in any event within 5 business days following the last calendar day of each month.
| IV. | Repurchase of Shares |
Section 8 of the Contract is deleted and replaced with the following:
The Distributor will act as agent for the Trust in connection with the repurchase and redemption of shares by the Trust upon the terms and conditions set forth in the Prospectus or as the Trust acting through its Trustees may otherwise direct. The Distributor may employ such sub-agents, including one or more participating brokers or introducing brokers, for such purposes as the Distributor, in its sole discretion, shall deem to be advisable or desirable. Any contingent deferred sales charge imposed on repurchases and redemptions of Class A, Class C and Class C-2 shares upon the terms and conditions set forth in the Prospectus shall be paid to the Distributor in addition to the fees with respect to Class A, Class C and Class C-2 shares set forth in Section 5 hereof. The Trust will take such steps as are commercially reasonable to track on a share-by-share basis the aging of its shares for purposes of calculating any contingent deferred sales charges and/or distribution fees.
| V. | Expenses |
Section 14(d) of the Contract is deleted and replaced with the following:
(d) The Trust shall pay or cause to be paid all expenses incurred in connection with: (i) the preparation, printing and distribution to shareholders of the Prospectus and reports and other communications to existing shareholders; (ii) future registrations of shares under the 1933 Act, as applicable, and the 1940 Act; (iii) amendments of the Registration Statement subsequent to the initial public offering of shares; (iv) qualification of shares for sale in jurisdictions designated by the Distributor, including under the securities or so-called “Blue Sky” laws of any State; (v) qualification of the Trust as a dealer or broker under the laws of jurisdictions designated by the Distributor; (vi) qualification of the Trust as a foreign corporation authorized to do business in any jurisdiction if the Distributor determines that such qualification is necessary or desirable for the purpose of facilitating sales of shares; (vii) maintaining facilities for the issue and transfer of shares; (viii) supplying information, prices and other data to be furnished by the Trust under this Contract; (ix) any expenses assumed by the Trust with regard to Class A shares of each Fund pursuant to the Class A Plan; (x) any expenses assumed by the Trust with regard to
Class C shares of each Fund pursuant to the Class C Plan; (xi) any expenses assumed by the Trust with regard to Class C-2 shares of each Fund pursuant to the Class C-2 Plan; (xii) any expenses assumed by the Trust with regard to Class R shares of each Fund pursuant to the Class R Plan; (xiii) any expenses assumed by the Trust with regard to the Class T shares of each Fund pursuant to the Class T Plan; and (xiv) any expenses assumed by the Trust with regard to Administrative Class shares of each Fund pursuant to the Administrative Class Plan. The Trust may enter into arrangements with affiliates of the Trust, or other parties, providing for the payment by such affiliates, or other parties, of some or all of these expenses.
| VI. | Schedule A |
The Trust and the Distributor hereby agree to amend the Contract to make certain changes to Schedule A. Accordingly, the current Schedule A is replaced with the new Schedule A attached hereto.
| VII. | 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.
The Declaration of Trust establishing the Trust, as amended and restated effective November 4, 2014, a copy of which, together with all amendments thereto (the “Declaration”), is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name “PIMCO Funds” refers to the trustees under the Declaration collectively as trustees and not as individuals or personally, and that no shareholder, trustee, officer, employee or agent of the Trust shall be subject to claims against or obligations of the Trust to any extent whatsoever, but that the Trust estate only shall be liable.
| VIII. | Term |
This Amendment and the Contract shall become effective with respect to the PIMCO ESG Income Fund on [ ], 2020 and shall continue in effect for a period not to exceed two years from the effective date of this Amendment and shall continue thereafter on an annual basis with respect to the PIMCO ESG Income Fund only so long as such continuance is specifically approved at least annually by (a) the Trust’s Board of Trustees or, with respect to the PIMCO ESG Income Fund, by the vote of a majority of the outstanding voting securities of the PIMCO ESG Income Fund, as applicable (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), and (b) by the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for the purpose, of a majority of the Trust’s Trustees who are not parties to this Contract or “interested persons” (as defined in the 0000 Xxx) of any such party. This Contract shall terminate automatically in the event of its assignment (as defined in
the 1940 Act). This Contract may, in any event, be terminated at any time without the payment of any penalty, by PIMCO ESG Income Fund or the Distributor upon not more than 60 days’ and not less than 30 days’ written notice to the other party.
This Amendment and the Contract shall become effective with respect to the Class C-2 shares of each Fund on [ ], 2020 and shall continue in effect for a period not to exceed two years from the effective date of this Amendment and shall continue thereafter on an annual basis with respect to the Class C-2 shares of each Fund only so long as such continuance is specifically approved at least annually by (a) the Trust’s Board of Trustees or, with respect to the Class C-2 shares of a Fund, by the vote of a majority of the outstanding voting securities of such Fund share class, as applicable (as defined in the 1940 Act), and (b) by the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for the purpose, of a majority of the Trust’s Trustees who are not parties to this Contract or “interested persons” (as defined in the 0000 Xxx) of any such party. This Contract shall terminate automatically in the event of its assignment (as defined in the 1940 Act). This Contract may, in any event, be terminated at any time without the payment of any penalty, by the Class C-2 shares of a Fund or the Distributor upon not more than 60 days’ and not less than 30 days’ written notice to the other party.
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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.
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| PIMCO INVESTMENTS LLC | ||
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SCHEDULE A
Second Amended and Restated Distribution Contract
between PIMCO Funds and
PIMCO Investments LLC
[ ], 2020
This contract relates to the following Funds and Portfolios:
Funds:
| PIMCO All Asset All Authority Fund |
| PIMCO All Asset Fund |
| PIMCO California Intermediate Municipal Bond Fund |
| PIMCO California Municipal Bond Fund |
| PIMCO California Short Duration Municipal Income Fund |
| PIMCO Climate Bond Fund |
| PIMCO CommoditiesPLUS® Strategy Fund |
| PIMCO CommodityRealReturn Strategy Fund® |
| PIMCO Credit Opportunities Bond Fund |
| PIMCO Diversified Income Fund |
| PIMCO Dynamic Bond Fund |
| PIMCO Emerging Markets Local Currency and Bond Fund |
| PIMCO Emerging Markets Bond Fund |
| PIMCO Emerging Markets Full Spectrum Bond Fund |
| PIMCO ESG Income Fund |
| PIMCO Extended Duration Fund |
| PIMCO Global Advantage Strategy Bond Fund |
| PIMCO Global Bond Opportunities Fund (U.S. Dollar-Hedged) |
| PIMCO Global Bond Opportunities Fund (Unhedged) |
| PIMCO Global Core Asset Allocation Fund |
| PIMCO GNMA and Government Securities Fund |
| PIMCO Government Money Market Fund |
| PIMCO Gurtin California Municipal Intermediate Value Fund |
| PIMCO Gurtin California Municipal Opportunistic Value Fund |
| PIMCO Gurtin National Municipal Intermediate Value Fund |
| PIMCO Gurtin National Municipal Opportunistic Value Fund |
| PIMCO High Yield Fund |
| PIMCO High Yield Municipal Bond Fund |
| PIMCO High Yield Spectrum Fund |
| PIMCO Income Fund |
| PIMCO Inflation Response Multi-Asset Fund |
| PIMCO International Bond Fund (U.S. Dollar-Hedged) |
| PIMCO International Bond Fund (Unhedged) |
| PIMCO Investment Grade Credit Bond Fund |
| PIMCO Long Duration Total Return Fund |
| PIMCO Long-Term Credit Bond Fund |
| PIMCO Long-Term Real Return Fund |
| PIMCO Long-Term U.S. Government Fund |
| PIMCO Low Duration ESG Fund |
| PIMCO Low Duration Fund |
| PIMCO Low Duration Fund II |
| PIMCO Low Duration Income Fund |
| PIMCO Moderate Duration Fund |
| PIMCO Mortgage Opportunities and Bond Fund PIMCO Multi-Strategy Alternative Fund |
| PIMCO Mortgage-Backed Securities Fund |
| PIMCO Municipal Bond Fund |
| PIMCO National Intermediate Municipal Bond Fund |
| PIMCO New York Municipal Bond Fund |
| PIMCO Preferred and Capital Securities Fund |
| PIMCO RAE Fundamental Advantage PLUS Fund |
| PIMCO RAE PLUS EMG Fund |
| PIMCO RAE PLUS Fund |
| PIMCO RAE PLUS International Fund |
| PIMCO RAE PLUS Small Fund |
| PIMCO Real Return Fund |
| PIMCO RealEstateRealReturn Strategy Fund |
| PIMCO Senior Floating Rate Fund |
| PIMCO Short Asset Investment Fund |
| PIMCO Short Duration Municipal Income Fund |
| PIMCO Short-Term Fund |
| PIMCO StocksPLUS® Absolute Return Fund |
| PIMCO StocksPLUS® Fund |
| PIMCO StocksPLUS® International Fund (U.S. Dollar-Hedged) |
| PIMCO StocksPLUS® International Fund (Unhedged) |
| PIMCO StocksPLUS® Long Duration Fund |
| PIMCO StocksPLUS® Short Fund |
| PIMCO StocksPLUS® Small Fund |
| PIMCO Strategic Bond Fund |
| PIMCO Total Return ESG Fund |
| PIMCO Total Return Fund |
| PIMCO Total Return Fund II |
| PIMCO Total Return Fund IV |
| PIMCO TRENDS Managed Futures Strategy Fund |
Portfolios:
| PIMCO ABS and Short-Term Investments Portfolio PIMCO All Asset: Multi-Real Fund PIMCO All Asset: Multi-RAE PLUS Fund PIMCO All Asset: Multi-Short PLUS Fund |
| PIMCO XX Xxxx and Short-Term Investments Portfolio |
| PIMCO High Yield and Short-Term Investments Portfolio |
| PIMCO International Portfolio |
| PIMCO Investment Grade Credit Bond Portfolio |
| PIMCO Long Duration Credit Bond Portfolio |
| PIMCO Low Duration Portfolio |
| PIMCO Moderate Duration Portfolio |
| PIMCO Mortgage and Short-Term Investments Portfolio |
| PIMCO Municipal Portfolio |
| PIMCO Real Return Portfolio |
| PIMCO Short Asset Portfolio |
| PIMCO Short-Term Floating NAV Portfolio II |
| PIMCO Short-Term Floating NAV Portfolio III |
| PIMCO Short-Term Portfolio |
| PIMCO U.S. Government and Short-Term Investments Portfolio |
